Union City City Council
October 11, 2022

AGENDA

CITY OF UNION CITY/

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY MEETING
Tuesday, October 11, 2022
7:00 PM
City Hall- Council Chamber
34009 Alvarado-Niles Road
Union City, CA 94587
Meeting will Also be Held Via Teleconference. To access meeting, please see Teleconference Guidelines.

1. CALL TO ORDER

1.a. Pledge of Allegiance

1.b. Roll Call
Mayor Carol Dutra-Vernaci
Vice Mayor Jaime Patiño
Councilmember Emily Duncan
Councilmember Pat Gacoscos
Councilmember Gary Singh

2. UNFINISHED BUSINESS - None

3. PROCLAMATIONS AND PRESENTATIONS

3.a. Legislative Update from Assembly Member Bill Quirk, District 20 3.b. Proclamation Recognizing October as Filipino American History Month

4. ORAL COMMUNICATIONS
An individual speaker shall have three minutes to address the City Council/RSA Agenda 1 Tuesday, October 11, 2022
Council on non-agenda items under the Oral Communications section of the agenda. The Mayor may, in their discretion, lower the time limit to less than three minutes based on the number of speakers and/or business to be conducted by the City Council.

Members of the public who wish to speak to the Council under the first Oral Communications section are requested to complete a speaker card, giving their name and city of residence. If a speaker wants further notification from the City, the speaker may include a mailing address. Neither a speaker card or identification of name, city of residence or mailing address are not required to provide public comment but are requested for record keeping purposes.

5. CONSENT CALENDAR
All matters listed on the Consent Calendar are considered routine in nature and will be enacted by one motion. If discussion is required on a specific item, it will be removed from the Consent Calendar and considered separately.

5.a. Waived Further Reading of Proposed Ordinance
(This permits reading the title only in lieu of reciting the entire text of any proposed Ordinance.)

5.b. Approve the Minutes of the City Council Meetings Held on September 27, 2022

5.c. Adopt a Resolution Authorizing the City Manager to Approve the First Amendment to the Consulting Services Agreement with QFree America Inc., in the Amount of $25,001, for Additional Project Scope and Costs for the Traffic Signal Control
Upgrades Project, City Project No. 17-27, for a Total Contract Amount to $598,415

5.d. Adopt Two Resolutions: 1) Finding That There Is A Proclaimed State Of Emergency; Finding That Meeting In Person Would Present Imminent Risks To The Health Or Safety Of Attendees As A Result Of The State Of Emergency; And 2) Authorizing Remote Teleconferenced Meetings Of The Legislative Bodies Of The City Of Union City For The 30 Day Period Beginning October 11 Pursuant To Ab 361 And Adopt A Resolution
Confirming The Continued Existence Of A Local Emergency Due To Covid-19

5.e. Adopt a Resolution Authorizing the City Manager to Approve the Consulting Services Agreement with Remix Technologies LLC, in the Amount of $86,000, for Three (3) Years of Software as a Service (SaaS) Access to Transit Planning and Costing
Products for Union City Transit and Union City Flea Microtransit

5.f. Adopt a Resolution Authorizing the City Manager to Approve the First Amendment to the Consulting Services Agreement with Richard K. Tanaka, in the Amount of $125,000, for the Union City Boulevard Bike Lanes Project, City Project No. 17-29, for a City Council/RSA Agenda 2 Tuesday, October 11, 2022
Total Contract Amount of $195,000, and Appropriating $75,000 to the Gas Tax Fund

5.g. Adopt a Resolution Approving Final Tract Map 7728 and Approving Subdivision Improvement Agreement with Turk
Island Ventures, LLC (Nuvera Homes)

5.h. Adopt a Resolution Approving a Software as a Service (SaaS) Agreement with Tyler Technologies, Inc. to be the New
Enterprise Human Resources and Payroll Management
Systems, for a Total One-Time Implementation Cost of
$236,860.00, and a Recurring Annual Service Cost of
$61,799.00, and Authorizing the City Manager to Execute the Purchase Agreement

5.i. Adopt a Resolution Ratifying Prior Services Rendered by VenTek International, in the Approximate Amount of $99,900, and Ratifying Prior Services Rendered by Data Ticket, in the Approximate Amount of $95,000, and Authorizing the City Manager to Execute a Five-Year Contractual Services
Agreement with VenTek International, in the Amount of
$185,000, For Parking Meter Operations and Maintenance, and to Execute a Five-Year Contractual Services Agreement with Data Ticket, in the Amount of $175,000 for Parking Citation Processing and Collections

6. PUBLIC HEARINGS

6.a. Public Hearing and Introduction of Ordinance Approving Zoning Text Amendment, AT-22-004, Amending Chapter 18.52,
Administration, of Title 18, Zoning, of the Union City Municipal Code, Adding Section 18.52.084, Public Convenience or
Necessity Determination and Appeals, to Allow the Economic and Community Development Director to Determine that Public Convenience or Necessity Would be served by the Issuance of ABC Retail Licenses for Alcohol Sales

7. CITY MANAGER REPORTS

7.a. Accept a Report on Opportunities and Challenges of the Economic Development Program

8. SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY -
None

9. AUTHORITIES AND AGENCIES - None

10. CITY COMMISSION / COMMITTEE REPORTS - None

11. SCHEDULED ORAL COMMUNICATION - None

12. ITEMS REFERRED BY COUNCIL

13. GOOD OF THE ORDER

14. CLOSED SESSION - None
City Council/RSA Agenda 3 Tuesday, October 11, 2022

15. ADJOURNMENT
A complete agenda packet is available for review at City Hall or on our website www.unioncity.org
Any writings or documents provided to a majority of City Council members regarding any item on this agenda will be made available for public inspection at the City Clerk's Counter at City Hall, located at 34009 Alvarado-Niles Road, Union City, California, during normal business hours.

Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990.

Interested person must request the accommodation at least two working days in advance of the meeting by contacting the City Clerk at (510) 675- 5348.

TELECONFERENCING GUIDELINES FOR THE CITY OF UNION CITY REGULAR COUNCIL

MEETING
COVID-19 Notice: Consistent with State of California Executive Order No. 29-20 dated March 17, 2020, the City Council will be participating in public meetings via phone/video conferencing. The City Council Chambers will not be open to the public. Members of the public can observe and address the Council using the below technological processes.

How to watch the meeting remotely:

1. Comcast TV Channel 15 (UCTV 15)

2. Live stream https: https://www.unioncity.org/199/City-Meetings-Video How to Address Council:

Written Comment: To provide written comment on an item on the agenda or to address the Council about an issue during Public Comment, you may send an email to [email protected]. Please include the phrase "public comment" in the subject line and note the agenda item number that you want to address. Written comments received before 3:00 p.m. will be e-mailed to the City Council and made publicly available. Comments received after 3:00 p.m. will be read into the record for up to the first 300 words (approximately 3 minutes consistent with the time limit provided for public speakers) and added to the official record.

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City Council/RSA Agenda 4 Tuesday, October 11, 2022

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ADA Accessibility: If you require a reasonable modification or accommodation for a disability, please email the
City Clerk at [email protected] a minimum of two (2) business days prior to the Council meeting. 3511412.1
City Council/RSA Agenda 5 Tuesday, October 11, 2022

LEGISLATIVE UPDATE
A s s e m b l y M e m b e r B i l l Q u i r k
City Council/RSA Agenda 6 Tuesday, October 11, 2022
Budget 2022-23
Highlights:
• $9.5 billion in Direct Tax Refunds - amounts vary based on income and whether the recipients have dependents, so a low-income family with children will receive $1,050, while a single taxpayer with a higher income will receive just $200. • $1 billion to CalTrans for Clean California projects continue to tackle trash and encampment issues
• $200 million in key Reproductive Rights Investments
• $2.2 billion for encampment resolutions, bridge housing, CARE Court• Extending the social safety net to all residents • $1.1 billion to small businesses, loans, venture capital City Council/RSA Agenda 7 Tuesday, October 11, 2022
Budget 2022-23 Education
• Record breaking TK-K-12 Education Budget – 13% increase of local control funding formula
• TK-K-12 budget (2012-13) $58 billion to (2022-23) $110 billion• Higher Ed general fund (2012-13) $10 billion (2022-23) $28.6 billion City Council/RSA Agenda 8 Tuesday, October 11, 2022
City Council/RSA Agenda 9 Tuesday, October 11, 2022
Budget Wins 2022
• $14.3 million for Crow Canyon Road Roundabouts – Alameda County • $5.7 million for Mission Paradise Housing – Hayward• $22.4 million for DNA library/biorepository• $10 million for CCST Policy Fellows program• AB 195 – elimination of the cultivation tax on cannabis City Council/RSA Agenda 10 Tuesday, October 11, 2022
Budget Wins
• $1 million to the Stack Community Center – South Hayward • $7.2 million for I-680 interchange/Mission Blvd Modernization Project • $662,000 Allocation to the Hayward Navigation Center• $1 million to the California Mosquito Disease Surveillance Program, CalSurv • $10 million for the University of California Institute of Transportation Studies
• $5 million for the California Council on Science and Technology • $550 million over the next five years for foreclosure prevention City Council/RSA Agenda 11 Tuesday, October 11, 2022
Legislative Successes
• Community Assistance, Recovery, and Empowerment (CARE) Court for homeless – signed
• Extension of Bagley-Keene suspension until 7/1/23• Climate Pillars Package -- signed Diablo Canyon extensionCarbon Neutrality by 2045
Comprehensive pollution controls for new and existing oil wells within 3,200 feet of homes schools, parksEstablish Carbon Capture, Removal, Utilization & Storage City Council/RSA Agenda 12 Tuesday, October 11, 2022
My 2022-23 Bill Package: Highlights
AB 732: Mercury Thermostat Collection Act – Signed
AB 847: Metallic Foil Balloons – Signed
AB 1747: CSLB: Disciplinary Actions – SignedAB 1787: Pesticide Poisoning Prevention Program Update - Signed AB 1793: Acute Aquatic Toxicity Test – SignedAB 1896: Sperm Donation Transparency – Vetoed AB 1954: Cannabis: Chronic Pain Management – SignedAB 1989: Outdoor Dining Barrier Standards – Signed AB 2188: Cannabis: Employment Discrimination – SignedAB 2210: Cannabis: Temporary Event Licenses – Signed 10 bills passed, nine signed, one vetoedResolutions: Muslim Awareness City Council/RSA Agenda 13 Tuesday, October 11, 2022
My 10 Year Legislation Highlights
• AB 57, 2015: Telecommunications; wireless telecommunication facilities Speeding up the deployment of mobile phone technology by setting deadlines for acceptance or rejection
• AB 1785, 2016: Vehicles: use of wireless electronic devices Holding a cell phone while driving became illegal, saving countless lives City Council/RSA Agenda 14 Tuesday, October 11, 2022
Muslim Appreciation and Awareness Month
• WHEREAS, Enriched by the unparalleled diversity of its residents, the State of California takes great pride in supporting individual religious freedoms and is strengthened by the diverse religious, political, and cultural traditions of its residents, includingAmericans who practice Islam; • WHEREAS, American Muslims have long served in the Armed Forces of the United States and fought in all major United States wars, from the American Revolutionary War
• WHEREAS, The first all-women mosque in the United States was opened in Los Angeles, California in 2015 • WHEREAS, California is home to several prominent Muslim figures who continue to make significant contributions to the State of California and the United States as business owners, legal professionals, doctors, engineers, teachers, farmers, actors and in many other great, notable capacities;
• WHEREAS, In 2018, Aisha Wahab was elected to the Hayward City Council and became the first Afghan American elected to public office in the United States. Wahab was named by San Francisco Business Times among 2017’s “Most Influential Women in Bay AreaBusiness”; • Resolved by the Assembly of the State of California, That the Assembly joins communities throughout the State of California in recognizing the month of August 2021 as American Muslim Appreciation and Awareness Month • There are 13 Muslim Nobel Laureates, 870 US judges,
City Council/RSA Agenda 15 Tuesday, October 11, 2022
Personal Reflections
• Best Job I ever had• Greatest question: Will this work in the real word?• Great young personal staff• Experienced committee staff• Twelve-year term limit for assembly transformed the institution • Sacramento is not DC, members reach out across the aisle, members are nice to one another
• Members come from business, city council, county boards, school boards, union leadership • Members have in common: huge energy and are crazy enough to run for election• Members sacrifice compensation and home life, many divorces• Time to move on City Council/RSA Agenda 16 Tuesday, October 11, 2022
QUESTIONS?
State Capitol District Office
P.O. Box 942849
Sacramento, CA 94249-0020
22320 Foothill Blvd, Suite 540
Hayward, CA 94541
(510) 319-2020 (510) 583-8818
Evan Gyorkos, Capitol Director
[email protected]
Deborah Cox, Chief of Staff
[email protected]
City Council/RSA Agenda 17 Tuesday, October 11, 2022
Appendix
City Council/RSA Agenda 18 Tuesday, October 11, 2022
Married/RDP filing jointly
CA AGI reported on your 2020 tax return
Payment with dependent Payment without dependent
$150,000 or less $1,050 $700$150,001 to $250,000 $750 $500$250,001 to $500,000 $600 $400$500,001 or more Not qualified Not qualified City Council/RSA Agenda 19 Tuesday, October 11, 2022
Head of household or qualifying widow(er)
CA AGI reported on your 2020 tax return
Payment with dependent Payment without dependent
$150,000 or less $700 $350$150,001 to $250,000 $500 $250$250,001 to $500,000 $400 $200$500,001 or more Not qualified Not qualifiedSingle or married/RDP filing separatelyCA AGI reported on your 2020 tax return Payment with dependent Payment without dependent
$75,000 or less $700 $350$75,001 to $125,000 $500 $250$125,001 to $250,000 $400 $200$250,001 or more Not qualified Not qualified City Council/RSA Agenda 20 Tuesday, October 11, 2022
Head of household or qualifying widow(er)
CA AGI reported on your 2020 tax return
Payment with dependent Payment without dependent
$150,000 or less $700 $350$150,001 to $250,000 $500 $250$250,001 to $500,000 $400 $200$500,001 or more Not qualified Not qualified City Council/RSA Agenda 21 Tuesday, October 11, 2022
Reproductive Health $200 million
• Governor Newsom’s Reproductive Health Package includes $125 million to further bolster California’s health care infrastructure, expand access to services for patients, and help prepare for the influx of people seeking reproductive health care from other states. Today’s announcement, which adds $57 million to January’s $68 million proposal, includes the following:
• Cover Uncompensated Care for People Uninsured for Abortion Services. $40 million for grants to reproductive health care providers to offset the cost of providing care to low- and moderate-income individuals who do not have health care coverage for abortion care services. • California Reproductive Justice & Freedom Fund. $15 million for grants to community-based reproductive health, rights, and justice organizations to conduct medically accurate and culturally competent outreach and education on sexual health and reproductive health issues.

City Council/RSA Agenda 22 Tuesday, October 11, 2022
Agenda Item
ATTACHMENTS:

Description Type
Proclamation Attachment
City Council/RSA Agenda 23 Tuesday, October 11, 2022

CITY OF UNION CITY

PROCLAMATION

In Honor and Recognition of October 2022 as
Filipino American History Month
WHEREAS, this is an appropriate time to promote and reflect on the richness of Filipino and Filipino American history and culture and to provide all Americans with the opportunity to learn and appreciate and honor the Filipino Americans and their historic and social contributions to the history of the USA; and
WHEREAS, it is necessary to instill in our youth the importance of education, history and ethnicity in creating eminent role models, in establishing a proud cultural identity and producing exceptional citizens of this nation; and
WHEREAS, the earliest documented evidence of Filipinos in continental United States occurred in October 18, 1587, when mariners called “Luzones indios” under Spanish command landed in Morro Bay, California; and
WHEREAS, the Filipino American National Historical Society recognizes the year 1763 as the date of the first permanent Filipino settlement in the United States in Saint Malo, Louisiana; and
WHEREAS, today, the Filipino American community is the second largest Asian American group in the United States, with an estimated population of 3,400,000 people; and WHEREAS, the Filipino American National Historical Society established Filipino American History Month in 1988 and subsequently, every October, several communities throughout the United States and its territories, have celebrated this occasion, not only to commemorate the anniversary of the presence of the first Filipinos in US soil and to observe its heritage, but also to recognize the social, intellectual and economic contributions of Filipinos and Filipino Americans in this country; and WHEREAS, Filipino American History Month was first proclaimed by the 111th Congress of the United States in November 2009; and
WHEREAS, Filipino American servicemen and servicewomen have a longstanding history of serving to protect and defend this country in the Armed Forces, from the Civil War to the Iraq and Afghanistan conflicts; and
WHEREAS, our city of Union City has an estimated population of 14,000 Filipinos and Filipino Americans, representing over 20% of the City’s population, and is the 5th highest of this population in the state of California; and Filipino Americans have had a profound impact on California's history, values and culture; and
WHEREAS, the Filipino Community played an important role in Union City's rich agricultural history, thereby helping to shape it's landscape; and City Council/RSA Agenda 24 Tuesday, October 11, 2022

WHEREAS, immigrants from the Philippines and their families truly have enriched our nation and our city through their work in agriculture, their service in the Armed Forces, their contributions of skills and expertise as engineers, scientists, accountants, teachers, lawyers, nurses, and doctors, and their participation in public offices, civic affairs and community activities; and WHEREAS, our city of Union City and New Haven Unified School District is the first in the nation to name a school after Filipino Farm Labor Leaders, Larry Itliong and Philip Vera Cruz.

NOW, THEREFORE, the City Council of the City of Union City, hereby issues this Proclamation in honor and recognition of October 2022, as Filipino American History Month.

DATED: October 11, 2022
________________________
CAROL DUTRA-VERNACI, Mayor
________________________
JAIME PATIÑO, Vice Mayor
________________________
EMILY DUNCAN, Councilmember
________________________
PAT GACOSCOS, Councilmember
________________________
GARY SINGH, Councilmember
City Council/RSA Agenda 25 Tuesday, October 11, 2022
Agenda Item
ATTACHMENTS:

Description Type
Draft Sp Minutes Attachment
Draft Min Attachment
City Council/RSA Agenda 26 Tuesday, October 11, 2022

MINUTES

CITY OF UNION CITY

CITY COUNCIL SPECIAL MEETING
Tuesday, September 27, 2022
6:00 PM
City Hall- Council Chamber
34009 Alvarado-Niles Road
Union City, CA 94587

1. CALL TO ORDER
Mayor Dutra-Vernaci called the meeting to order at 6:00 p.m.

Roll Call Present: Councilmembers Duncan, Gacoscos,
Singh, Vice Mayor Patiño, Mayor DutraVernaci

Absent: None

2. ORAL COMMUNICATIONS - None

3. CLOSED SESSION

3.a. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Government Code Section 54957
Title: City Manager

4. ADJOURNMENT
Mayor Dutra-Vernaci adjourned the meeting at 7:00 p.m. with no reportable action.

Respectfully submitted,
Anna M. Brown, CMC
City Clerk
City Council/RSA Agenda 27 Tuesday, October 11, 2022

MINUTES

CITY OF UNION CITY/

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY MEETING
Tuesday, September 27, 2022
7:00 PM
City Hall- Council Chamber
34009 Alvarado-Niles Road
Union City, CA 94587

1. CALL TO ORDER
Mayor Dutra-Vernaci called the meeting to order at 7:10 p.m.

1.a. Pledge of Allegiance
Mayor Dutra-Vernaci led the salute to the flag.

1.b. Roll Call Present: Councilmembers Duncan, Gacoscos, Singh, Vice Mayor Patiño, Mayor Dutra-Vernaci

Absent: None

2. UNFINISHED BUSINESS - None

3. PROCLAMATIONS AND PRESENTATIONS - None

4. ORAL COMMUNICATIONS
Public comments were made by Lupe Nuñez, Susie Garcia and Selvy Lopez.

5. CONSENT CALENDAR
Mayor Dutra-Vernaci announced the under the Political Reform Act, she had an economic conflict of interest in item 5.e. as it related to property located within the vicinity of 30300 Union City Boulevard. As such, she recused herself from the item.

It was moved by Councilmember Singh and seconded by Councilmember Gacoscos to approve consent calendar items 5.a through 5.d, and 5.f through 5.i. The motion was carried by a unanimous roll call vote.

5.a. Waived Further Reading of Proposed Ordinance
City Council/RSA Agenda 28 Tuesday, October 11, 2022
(This permits reading the title only in lieu of reciting the entire text of any proposed Ordinance.)

5.b. Approved the Minutes of the City Council Meeting Held on September 13, 2022

5.c. Adopted Resolution No. 6006-22 to Open the Process for Accepting Applications for Commercial Cannabis Permits and Approving the Procedures to Govern the Manner in Which the City Council Will Determine the Most Qualified Applicant(s) to Receive the Permit(s)

5.d. Adopted Resolution No. 6007-22 Authorizing the City Manager to Approve the Third Amendment to the Consulting Services Agreement with Apex Strategies, in the Amount of $133,000, for Transportation Strategies Support for the Quarry Lakes Parkway Project, City Project No. 18-04, for a Total Contract Amount of $350,350, and Appropriating $113,000 from the Unassigned Fund Balance in the SB-1 Fund (Fund 2515)

5.f. Adopted Resolution No. 6008-22 Authorizing the City Manager to Approve the Fourth Amendment to the Consulting Services Agreement with Kimley-Horn and Associates, Inc., in the Amount of $308,455, for the Union City Boulevard Bike Lanes Project, City Project No. 17-29, for a Total Contract Amount of $1,556,355, and Appropriating $180,000 to the Gas Tax Fund

5.g. Adopted Resolution No. 6009-22 Appointing Jenny Aguilar to Serve on the Arts and Culture Commission

5.h. Adopted Ordinance No. 900-22 for Zoning Text Amendments, AT-22-001 and AT-22-002, to Amend Chapters 18.24, 18.31, 18.32, 18.34, 18.50, 18.54,

18.72, and 18.100 of the Union City Municipal Code to Add/Update Standards for Residential Development Including the Addition of Objective Design Standards, Updates to SB 9 Development Standards and Related Miscellaneous Updates, to Streamline and Clarify Review Processes, and to Conditionally Allow Seasonal Sales Lots in the CF Zoning District.

5.i. Adopted Two Resolutions:

Resolution No. 6010-22 Approving an Amendment to the Benefits for the Police Officer Trainee and Police Cadet Positions; and
Resolution No. 6011-22 Approving an Amendment to the Classification Plan to Eliminate the Police Reserve and Per Diem Dispatcher Positions and Approving an Amendment to The City’s Compensation and Salary Schedule in Conformance with California Code of Regulations, Title 2, Section 570.5
Item 5.e. voted upon separately:

5.e. Adopt a Resolution Authorizing the City Manager to Enter into a Consulting Services Agreement, in a Form Approved by the City Attorney, Between the City of Union City and Douglas Herring and Associates, for Preparation of Environmental Clearance Documentation for a New Life Science Campus Located at 30300 Union City Boulevard, in an Amount Not to Exceed $113,687 City Council/RSA Agenda 29 Tuesday, October 11, 2022
It was moved by Councilmember Duncan and Councilmember Singh to adopt Resolution No. 6012-22 Authorizing the City Manager to Enter into a Consulting Services Agreement, in a Form Approved by the City Attorney, Between the City of Union City and Douglas Herring and Associates, for Preparation of Environmental Clearance Documentation for a New Life Science Campus Located at 30300 Union City Boulevard, in an Amount Not to Exceed $113,687.

The motion was carried by the following roll call vote:

AYES: Councilmembers Duncan, Gacoscos, Singh, Vice Mayor Patiño
NOES: None
ABSENT: Mayor Dutra-Vernaci
ABSTAIN: None

6. PUBLIC HEARINGS

6.a. Public Hearing and Adopt a Resolution Approving the 2021- 2022 Community Development Block Grant (CDBG) Consolidated Annual Performance and Evaluation Report (CAPER) And Authorizing the City Manager to Submit The 2021-2022 CDBG CAPER to the U.S. Department of Housing and Urban Development
Housing Development Manager Francisco Gomez presented the staff report, providing information on accomplishments, goals, and accounting as it related to the annual allocations of CDBG HOME funding. Staff responded to questions from Council.

Mayor Dutra-Vernaci opened the public hearing. Mayor Dutra-Vernaci called for public comment. Being none, Mayor Dutra-Vernaci closed the public hearing.

Councilmembers provided comment. It was moved by Councilmember Duncan and seconded by Councilmember Gacoscos to adopt Resolution No. 6013-22 Approving the 2021- 2022 Community Development Block Grant (CDBG) Consolidated Annual Performance and Evaluation Report (CAPER) And Authorizing the City Manager to Submit The 2021-2022 CDBG CAPER to the U.S. Department of Housing and Urban
Development. The motion was carried by a unanimous roll call vote.

7. CITY MANAGER REPORTS

7.a. Adopt a Resolution to Support the Designation of Khushab, Pakistan, as a Sister City
Councilmember Gacoscos provided a history of the Sister Cities organization to the City Council and the process for designating new Sister Cities.

Management Analyst Serenity Mlay and Human Relations Commissioner Shamsa Rafay Masood presented the staff report. Staff responded to questions from Council. Councilmembers provided comment.

It was moved by Councilmember Gacoscos and seconded by Councilmember Duncan to approve Resolution No. 6014-22 to Support the Designation of City Council/RSA Agenda 30 Tuesday, October 11, 2022
Khushab, Pakistan, as a Sister City. The motion was carried by a unanimous roll call vote.

7.b. Adopt a Resolution to Review and Adopt the FY 2022/23 – 2026/27 Union City Information Technology Services Department Five-Year Strategic Roadmap
Information Technology (IT) Director Mario Vallejo presented the staff report, along with Management Partners representatives, David Jensen and Susan Keen. The staff report covered information on:
 IT governance
 Elements of IT systems
 Vision, mission, and values
 Multi-year goals
 Funding sources
 Keys to success
Staff and consultants responded to questions from Council. Councilmembers provided comment. It was moved by Vice Mayor Patiño and seconded by Councilmember Gacoscos to adopt Resolution No. 6015-22 to Review and Adopt the FY 2022/23 – 2026/27 Union City Information Technology Services Department Five-Year Strategic Roadmap. The motion was carried by a unanimous roll call vote.

8. SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY - None

9. AUTHORITIES AND AGENCIES - None

10. CITY COMMISSION / COMMITTEE REPORTS - None

11. SCHEDULED ORAL COMMUNICATION - None

12. ITEMS REFERRED BY COUNCIL
Vice Mayor Patiño reported on his attendance of a meeting of the East Bay Community Energy Committee.

Councilmember Gacoscos reported on her attendance on a meeting of the Alameda County Housing Authority.

Councilmember Duncan reported on her attendance of the Legislative and Policy Committee meeting and stated she will attend the City/Schools Joint subcommittee meeting next week.

Mayor Dutra-Vernaci reported on her attendance of meetings held by the Metropolitan Transportation Commission that the Alameda County Transportation Commission.

13. GOOD OF THE ORDER
Vice Mayor Patiño reminded residents of the Our Lady of the Rosary Festival happening October 1 and 2.

Vice Mayor Patiño announced the League of California Cities (LOCC) is supporting his appointment to be the LOCC representative on the National Board of Cities.

City Council/RSA Agenda 31 Tuesday, October 11, 2022
Councilmember Gacoscos thanked staff for responding to requests to address issues with a reported blight.

Councilmember Singh relayed reports of issues with stray cats, and chickens.

Councilmember Duncan reported on her attendance of a ribbon cutting ceremony for Manheim Auto.

Mayor Dutra-Vernaci stated the Fremont Animal Shelter will reduce its hours.

Mayor Dutra-Vernaci reported a sign that was displaced on Western and AlvaradoNiles Road.

14. CLOSED SESSION

14.a. Conference With Labor Negotiators (Government Code Section 54957.6) Agency designated representative: Kristopher J. Kokotaylo, City Attorney Unrepresented employee: City Manager
Mayor Dutra-Vernaci adjourned the meeting to closed session at 8:44 p.m.

Mayor Dutra-Vernaci called the regular meeting back to order at 9:27 p.m. stating there was no reportable action from the closed session meeting.

15. ADJOURNMENT
Mayor Dutra-Vernaci adjourned the meeting at 9:28 p.m.

Respectfully submitted,
Anna M. Brown, CMC
City Clerk
City Council/RSA Agenda 32 Tuesday, October 11, 2022
Agenda Item
DATE: 9/27/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO

APPROVE THE FIRST AMENDMENT TO THE CONSULTING SERVICES
AGREEMENT WITH Q-FREE AMERICA INC., IN THE AMOUNT OF
$25,001, FOR ADDITIONAL PROJECT SCOPE AND COSTS FOR THE

TRAFFIC SIGNAL CONTROL UPGRADES PROJECT, CITY PROJECT
NO. 17-27, FOR A TOTAL CONTRACT AMOUNT OF $598,715
Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve the First Amendment to the Consulting Services Agreement with Q-Free America Inc. (also known as Q-Free Intelight), in the amount of $25,001, for additional project scope and costs for the Traffic Signal Upgrades Project, City Project No. 17-27, for a totalcontract amount of $598,715.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal D, Strategy 2: Environmental Sustainability and Infrastructure – Implement the City’s capital improvement plan.

BACKGROUND
In 2017, Public Works staff applied for grant funding under the Metropolitan Transportation Commission’s (MTC) Innovative Deployments to Enhance Arterials (IDEA) Grant fund program. The IDEA program was designed by MTC to help cities, counties and transit agencies deploy advanced technologies to enhance mobility, sustainability, and safety along major arterials. The City’s IDEA Grant application was subsequently selected for approval by MTC staff and City Council approved the Funding Agreement with MTC on September 25, 2018.

On August 11, 2020, the City Council, at its regular meeting, approved the award of a contract, in the amount City Council/RSA Agenda 33 Tuesday, October 11, 2022
of $573,714, to Q-Free Intelight (C5459) for traffic signal improvements that will benefit vehicular traffic, transit operations and bicyclist and pedestrian movements through enhanced operational efficiency, improved safety, reduction of traffic congestion and reduced delays and fuelconsumption.

On June 28, 2022, the City Council, at its regular meeting, approved the acceptance of $221,000 in Transportation Fund for Clean Air (TFCA) funding to be used as the City’s local match for the Metropolitan Transportation Commission’s (MTC) Innovative Deployments to Enhance Arterials (IDEA) Grant. Of the $221,000 TFCA grant, $35,000 was added to the Q-Free Intelight contract for completion of installations and system configurations. This was documented in Resolution No. 5965-22.

DISCUSSION
A change in project scope increased hardware costs and the number of intersections that would be improved.

This change was an opportunity to have more complete traffic corridors running the same technology to improve safety and overall traffic operations. This modification increased the equipment and installation/system configuration costs.

The additional $35,000 in TFCA grant funds that were allocated to this project via Resolution No. 5965-22 are more than sufficient to allow the $25,001 amendment of the contract to address the increased costs associated with the changes in scope.

FISCAL IMPACT
There is no impact to the General Fund. The project is funded through the MTC IDEA Grant and Alameda County Transportation Commission (Alameda CTC).

Sufficient funds are available for this contract amendment in the Fiscal Year 2022-2023 Capital Projects Fund (Account Number 4100-3199-91727-54111).

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve the First Amendment to the Consulting Services Agreement with Q-Free America Inc., in the amount of $25,001, for additional project scope and costs for the Traffic Signal Upgrades Project, City Project No. 17-27, for a total contract amount of $598,715.

Prepared by:

Trieu Tran, Civil Engineer II
Submitted by:

Marilou Ayupan, Interim Public Works Director
ATTACHMENTS:

Description Type
Attachment A -Amendment Attachment
City Council/RSA Agenda 34 Tuesday, October 11, 2022
Resolution Resolution
City Council/RSA Agenda 35 Tuesday, October 11, 2022
First Amendment of the Consulting Services Agreement
between City of Union City and Q-Free America Inc.

FIRST AMENDMENT TO THE
CONSULTING SERVICES AGREEMENT (C5459)
THIS FIRST AMENDMENT (the “First Amendment”) is effective as of this 27th day of July, 2022 by and between THE CITY OF UNION CITY, a municipal corporation, (“City”) and QFree America Inc., ("Consultant"), collectively referred to as the "Parties".

W I T N E S S E T H:

WHEREAS, on October 1, 2020, the Parties entered into a Consulting Services Agreement for Traffic Signal Control Improvements, City Project No. 17-27, (C5459) (“Agreement”) wherein the Consultant will provide the City with services for the Public Works Department; and WHEREAS, in execution of the Agreement, certain hardware was purchased and installed for which the cost of the California use tax had not been previously included; therefore, an additional $11,940.24 is needed to be added to the Agreement; and
WHEREAS, the Parties also desire to amend the Agreement to expand the scope of services to be provided by the Consultant at a cost of $13,060.25; and WHEREAS, the City and Consultant desire to enter into this First Amendment.

NOW, THEREFORE, the Parties hereto do mutually agree as follows:

1. The Scope of Services, as set forth in Exhibit A of the Agreement, is hereby amended to include the services contained in Exhibit A of this First Amendment, attached hereto and incorporated herein by reference.

2. The California use tax for the purchases of certain hardware in the execution of the original Agreement is also documented in Contract Change Order No. 1 as part of Exhibit A of this First Amendment, attached hereto and incorporated herein by reference.

3. The first sentence of Section 2 "COMPENSATION" of the Agreement is hereby amended to reflect payment based upon a sum increase of Twenty-Five Thousand One Dollars ($25,001). The total compensation under the Agreement including this Amendment shall not exceed a total contract amount of Five Hundred Ninety-Eight Thousand Seven Hundred Fifteen Dollars ($598,715). The first sentence shall now read:

City hereby agrees to pay Consultant a sum not to exceed Five Hundred NinetyEight Thousand Seven Hundred Fifteen Dollars ($598,715), notwithstanding any City Council/RSA Agenda 36 Tuesday, October 11, 2022
City Council/RSA Agenda 37 Tuesday, October 11, 2022
City Council/RSA Agenda 38 Tuesday, October 11, 2022
City Council/RSA Agenda 39 Tuesday, October 11, 2022
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

AUTHORIZING THE CITY MANAGER TO APPROVE THE FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT WITH Q-FREE AMERICA INC., IN THE AMOUNT OF $25,001, FOR ADDITIONAL PROJECT SCOPE AND COSTS

FOR THE TRAFFIC SIGNAL CONTROL UPGRADES PROJECT, CITY PROJECT NO. 17-27, FOR A TOTAL CONTRACT AMOUNT OF $598,715
WHEREAS, the IDEA Grant Traffic Signal Control Upgrades Project aims to implement Automated Traffic Signal Performance Measures (ATSPM), Adaptive Signal Control Technology (ASCT), upgrade traffic controllers and obtain a new Central Traffic Signal Control System at City Hall; and
WHEREAS, the traffic signal improvements will benefit vehicular traffic, transit operations and bicyclist and pedestrian movements through enhanced operational efficiency, improved safety, reduction of traffic congestion and reduced delays and fuel consumption; and WHEREAS, on August 11, 2020, the City Council, at its regular meeting, approved the award of a contract, in the amount of $573,714 to Q-Free America Inc. (also known as Q-Free Intelight) (C5459); and
WHEREAS, on June 28, 2022, the City Council, at its regular meeting, approved the acceptance of $221,000 in Transportation Fund for Clean Air (TFCA) funding to be used as the City’s local match for the Metropolitan Transportation Commission’s (MTC) Innovative Deployments to Enhance Arterials (IDEA) Grant, with Resolution No. 5965-22 allocating $35,000 to Q-Free Intelight for completion of installations and system configurations; and WHEREAS, a change in project scope increased the number of intersections that would be improved with new hardware and software. This change was an opportunity to improve and have more complete traffic corridors running the same technology to improve safety and overall traffic operations; and
WHEREAS, due to Resolution No. 5965-22, sufficient funds are available in the project budget for the First Amendment to the Consulting Services Agreement with Q-Free America Inc. in the Fiscal Year 2022-2023 Capital Projects Fund (Account Number 4100-3199-91727-54111).

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby authorizes the City Manager to approve the First Amendment to the Consulting Services Agreement with Q-Free America Inc., in the amount of $25,001, for additional project scope for the Traffic Signal Upgrades Project, City Project No. 17-27, for a total contract amount of $598,715.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 27th day of September 2022, by the following vote:

City Council/RSA Agenda 40 Tuesday, October 11, 2022
Agenda Item
DATE: 10/11/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: KRISTOPHER J. KOKOTAYLO, CITYATTORNEY
SUBJECT: ADOPT A RESOLUTION FINDING THAT THERE IS A PROCLAIMED STATE OF EMERGENCY; FINDING THAT MEETING IN PERSON

WOULD PRESENT IMMINENT RISKS TO THE HEALTH OR SAFETYOF
ATTENDEES AS A RESULT OF THE STATE OF EMERGENCY;AND

AUTHORIZING REMOTE TELECONFERENCED MEETINGS OF THE
LEGISLATIVE BODIES OF THE CITYOF UNION CITY FOR THE 30 DAY PERIOD BEGINNING OCTOBER 11 PURSUANT TO AB 361 AND ADOPT A

RESOLUTION CONFIRMING THE CONTINUED EXISTENCE OF A
LOCAL EMERGENCY DUE TO COVID-19
Staff recommends that the City Counciladopt a resolution to continue conducting City Counciland all other City Councilappointed Board and Commission meetings remotely due to health and safety concerns for the public and making related findings in compliance with AB 361 (2021). Additionally, staff recommends that the City Councilconfirm the continued existence of the localemergency.

On May 24, 2022, the City Council made the necessary findings pursuant to AB 361 to continue to conduct virtual meetings. AB 361 requires that the City Council revisit the need to continue conducting virtual meetings every 30 days. Staff and the City Attorney recommend that the City Counciladopt a resolution making the necessary findings pursuant to AB 361 to continue conducting virtual meetings. Absent further action of the City Council, the City's legislative bodies would need to continue in-person meetings 30 days after September 13, 2022.

The City Council ratified a proclamation of localemergency on March 16, 2020 as a result of the COVID-19 pandemic. The City Council has continually confirmed the continued existence of the localemergency due to the COVID-19 pandemic in accordance with state law since May 12, 2020. City staff and the City Attorney recommend that the City Councilconfirm the continued existence of the localemergency.

STRATEGIC PLAN ALIGNMENT
This action is not related to the Strategic Plan as it is in response to the COVID-19 pandemic.

City Council/RSA Agenda 41 Tuesday, October 11, 2022

BACKGROUND
Assembly Bill 361
On March 4, 2020, Governor Newsom declared a State of Emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the State address the broader spread of COVID 19.

On March 16, 2020, the City Counciladopted a Resolution ratifying the proclamation of a local state of emergency by the Director of Emergency Services due to COVID-19.

On March 17, 2020, in response to the COVID-19 pandemic, Governor Newsom issued Executive Order N29-20, which suspended certain provisions of the Brown Act in order to allow local legislative bodies to conduct meetings telephonically or by other means. Additionally, the State implemented a shelter-in-place order, requiring all non-essential personnel to work from home.

The City has established virtual meetings for all City Counciland City Councilappointed Board and Commission meetings. The virtual meetings have allowed the Counciland advisory bodies to continue to conduct City business from remote locations while ensuring the public’s continued access to government meetings in a safe manner.

On June 11, 2021, Governor Newsom issued Executive Order N-08-21, which among other things, rescinded certain clauses of Executive Order N-29-20 after September 30, 2021, including clauses that suspended certain provisions of the Brown Act. Thus, effective October 1, 2021, agencies would have had to transition back to public meetings held in fullcompliance with the Brown Act.

Since the Governor issued Executive Order N-08-21, the highly contagious Delta and Omicron variants have emerged, causing a spike in cases throughout the state and within the Alameda County. A highly contagious Omicron sub-variant has also emerged.

On September 16, 2021, the Governor signed AB 361 (2021) which allows for local legislative and advisory bodies to continue to conduct meetings via teleconferencing under specified conditions and includes a requirement that the Council make specified findings. AB 361 took effect immediately.

The City Counciladopted a resolution pursuant to AB 361 on September 28, 2021 in order to allow the City’s legislative bodies to continue conducting virtual meetings after September 30, 2021. The resolution included all of the necessary findings required pursuant to AB 361. The City has continued to adopt resolutions making the necessary findings to continue operating virtually since that time.

Confirming Continued Existence of a Local Emergency
On March 16, 2020, the City Manager, acting as Director of Emergency Services, proclaimed a local emergency pursuant to California Government Code Section 8630 and Union City Municipal Code Chapter

2.28. The emergency declaration was based on conditions of extreme peril to the safety of persons and property within the City as a consequence of the global spread of novelcoronavirus 2019 ("COVID-19"), including confirmed cases in Alameda County. On that same day, the City Counciladopted a resolution ratifying the Proclamation of Local Emergency issued by the Director of Emergency Services.

On May 12, 2020, the City Counciladopted a resolution confirming the continued existence of the local emergency due to the COVID-19 pandemic. The City Council has continually adopted resolutions confirming the continued existence of the localemergency since June 23, 2020.

City Council/RSA Agenda 42 Tuesday, October 11, 2022

DISCUSSION
AB 361
The California Legislature approved AB 361 and the Governor signed the bill into law on September 16, 2021.

AB 361 allows local legislative bodies to continue to meet remotely after the expiration of the clauses of Executive Order N-29-20 which suspended certain Brown Act provisions. Under AB 361, the City and its legislative bodies will be allowed to continue to meet remotely when:
• The localagency holds a meeting during a declared state of emergency; • State or local health officials have imposed or recommended measures to promote social distancing; • Legislative bodies declare the need to meet remotely due to present imminent risks to the health or safety of attendees.

The City meets the requirements to continue holding meetings remotely in order to ensure the health and safety of the public:
• The Governor has declared a State of Emergency, and the City Council has ratified the proclamation of a localemergency by the Director of Emergency Services;
• County Health orders require that individuals in indoor public spaces wear masks and the CDC recommends social distancing of at least six feet due to COVID-19; • The Delta and Omicron variants of COVID-19 has resulted in a significant increase of COVID-19 cases within the state and throughout Alameda County;
• Meeting in person would present imminent risks to the health or safety of attendees, the legislative bodies, and staff.

AB 361 has been signed into law. Therefore, the City Council is required to declare every 30 days that the City’s legislative bodies must continue to meet remotely in order to ensure the health and safety of the public.

The City Council has previously acted to make continued findings pursuant to AB 361.

The proposed resolution includes the necessary findings pursuant to AB 361 to allow the City Counciland the City’s legislative bodies to continue meeting remotely.

Continued Emergency
Pursuant to Government Code Section 8630, the City Council must review and confirm the continued existence of a localemergency at least once every sixty (60) days. This Resolution comes to the City Council prior to the expiration of sixty (60) days from the previous confirmation of localemergency to ensure there is no interruption in the declaration of the continued localemergency.

The conditions that prompted the original declaration of a localemergency persist and health officials are still learning more information regarding the nature of COVID-19 and how it is transmitted. Community transmission of COVID-19 continues to occur, and the number of cases within Alameda County is still high.

There are now 349,177 cases within the County, and 2,027 deaths (as of September 30, 2022). The spread of COVID-19 continues as a result of the highly contagious Delta and Omicron variants of the virus. While the Alameda County Health Officer shelter in place order requiring that all residents shelter at home has been rescinded, public health and safety concerns for persons and property within the City as a consequence of the global spread of COVID-19 continue to exist.

Declaring a state of emergency provides local governments with the power necessary to coordinate and City Council/RSA Agenda 43 Tuesday, October 11, 2022
implement plans aimed at protecting the community and property during a disaster. For example, a declaration of emergency is often necessary to secure mutual disaster aid from local, state and federalagencies. A declaration of emergency also permits the Director of Emergency Services to promulgate orders and regulations necessary for the protection of life and property, such as imposing a curfew and ordering use of facilities for governmental purposes. Additionally, declaring a state of emergency ensures that the local government and its officials and employees are immune from liability when exercising their official duties during an emergency.

If adopted, the declaration of emergency willcontinue to remain in place until the emergency conditions have ended. However, the City Council will be required to continue to review the declaration at least every 60 days.

FISCAL IMPACT
This is no fiscal impact of adopting this Resolution.

RECOMMENDATION
Staff recommends that the City Counciladopt resolutions to continue the declaration of emergency and make the necessary findings to continue conducting City Counciland all other City Councilappointed Board and Commission meetings remotely due to health and safety concerns for the public in compliance with AB 361 (2021).

Prepared by:

Shandyn Pierce, Associate Attorney
Submitted by:

Kristopher J. Kokotaylo, City Attorney
ATTACHMENTS:

Description Type
Emergency COVIDResolution October 2022 Resolution
AB361 Resolution Resolution
City Council/RSA Agenda 44 Tuesday, October 11, 2022
1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

CONFIRMING THE CONTINUED EXISTENCE OFA LOCAL EMERGENCY DUE TO COVID-19
WHEREAS, Government Code Section 8630 and Union City Municipal Code Section

2.28.060 authorize the Director of Emergency Services to proclaim a local emergency when conditions of disaster or extreme peril to the safety of persons and property within the territorial limits of a city exist if the City Council is not in session and provides that the City Council shall ratify the proclamation within seven days thereafter; and WHEREAS, in accordance with Government Code Section 8630 and Union City Municipal Code Section 2.28.060, the Director of Emergency Services proclaimed the existence of a local emergency caused by the Novel Coronavirus (COVID-19), a respiratory disease first identified in China that may result in serious illness or death that is easily transmissible from person to person, on March 16, 2020; and WHEREAS, on March 16, 2020, the City Council ratified and confirmed the proclamation of the existence of a local emergency issued by the Director of Emergency Services; and
WHEREAS, on May 12, 2020, the City Council adopted Resolution No. 5595-20 confirming the continued existence of the local emergency and has continually adopted resolutions confirming the existence of the local emergency since that time; and WHEREAS, pursuant to Government Code Section 8630 the City Council must periodically review the need for continuing the local emergency; and WHEREAS, pursuant to Government Code Section 8630, the City Council must review the need for continuing the local emergency at least every sixty (60) days; and WHEREAS, the conditions that prompted the original declaration of a local emergency continue to exist; and
WHEREAS, the recitals of the previous continued emergency resolutions are incorporated into this Resolution as if stated herein; and
WHEREAS, community transmission of COVID-19 has continued to occur and health officials are still learning more information regarding the nature of COVID-19 and how it is transmitted; and
WHEREAS, the number of cases within Alameda County has continued to rise, and as of September 30, 2022, there are now over 349,177 confirmed cases of COVID-19 within the County, and 2,027 deaths; and
City Council/RSA Agenda 45 Tuesday, October 11, 2022
2 WHEREAS, since the initial declaration of a local emergency on March 16, 2020 the highly contagious Delta and Omicron variants, as well as Omicron sub-variants, have emerged and resulted in COVID-19 infections; and
WHEREAS, the public health and safety concerns for persons and property within the City as a consequence of the global spread of COVID-19 continue to exist; and WHEREAS, the health, safety, and welfare of Union City residents, businesses, visitors, and staff is of utmost importance to the City and additional future measures may be needed to protect the community; and
WHEREAS, the City may require additional assistance in the future, and a formal declaration of emergency allows the City to access resources in a timely manner in a timely fashion; and
WHEREAS, the City Council finds that conditions of extreme peril to the safety of persons and property within the territorial limits of the City related to COVID-19 pandemic continue in existence; and
WHEREAS, the City Council finds that extraordinary measures are required to protect the public health, safety, and of persons and property within the City that are or are likely to be beyond the control or capability of the services, personnel, equipment, and facilities of the City; and WHEREAS, the City Council desires to confirm the continued existence of a local emergency within Union City due to COVID-19.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Union City hereby declares as follows:

1. The local emergency declared by Resolution No. 5572-20 due to the COVID-19 pandemic continues to exist within the City of Union City.

2. During the existence of the declared local emergency, the powers, functions, and duties of the City Manager, acting as Director of Emergency Services, and the emergency organization of this City shall be those prescribed by State law and by ordinances and resolutions of the City of Union City.

3. The declaration of local emergency shall remain in effect until such time that the City Council determines that the emergency conditions have been abated.

4. City staff is directed to place an item on the agenda for review at least every sixty (60) days from the effective date of this Resolution to determine the need for continuing the local emergency pursuant to Government Code Section 8630.

City Council/RSA Agenda 46 Tuesday, October 11, 2022
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

UNION CITY FINDING THAT THERE IS A PROCLAIMED
STATE OF EMERGENCY; FINDING THAT MEETING IN

PERSON WOULD PRESENT IMMINENT RISKS TO THE

HEALTH OR SAFETY OF ATTENDEES AS A RESULT OF
THE STATE OF EMERGENCY; AND AUTHORIZING

REMOTE TELECONFERENCED MEETINGS OF THE

LEGISLATIVE BODIES OF THE CITY OF UNION CITY FOR
THE 30 DAY PERIOD BEGINNING OCTOBER 11 PURSUANT
TO AB 361
WHEREAS, all meetings of the City of Union City’s legislative bodies are open and public, as required by the Ralph M. Brown Act (Cal. Gov. Code 54950 – 54963), so that any member of the public may attend, participate, and watch the City’s legislative bodies conduct their business; and
WHEREAS, on March 4, 2020, Governor Newsom declared a State of Emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the State prepare for a broader spread of the novel coronavirus disease 2019 (“COVID-19”); and
WHEREAS, on March 16, 2020, the City Council adopted a Resolution ratifying the proclamation of a local emergency by the Director of Emergency Services due to COVID-19; and WHEREAS, on March 17, 2020, in response to the COVID-19 pandemic, Governor Newsom issued Executive Order N-29-20 suspending certain provisions of the Ralph M. Brown Act in order to allow local legislative bodies to conduct meetings telephonically or by other means; and
WHEREAS, as a result of Executive Order N-29-20, staff set up virtual meetings for all City Council meetings and meetings of all legislative bodies within the City; and WHEREAS, on June 11, 2021, Governor Newsom issued Executive Order N-08-21, which, effective September 30, 2021, ends the provisions of Executive Order N-29-20 that allows local legislative bodies to conduct meetings telephonically or by other means; and WHEREAS, on September 16, 2021, Governor Newsom signed AB 361 (2021) which allows for local legislative bodies and advisory bodies to continue to conduct meetings via teleconferencing under specified conditions and includes a requirement that the City Council make specified findings. AB 361 (2021) took effect immediately; and WHEREAS, AB 361 (2021) requires that the Governor declare a State of Emergency pursuant to Government Code section 8625; and
WHEREAS, AB 361 (2021) further requires that state or local officials have imposed or recommended measures to promote social distancing, or, requires that the legislative body City Council/RSA Agenda 47 Tuesday, October 11, 2022
determines that meeting in person would present imminent risks to the health and safety of attendees; and
WHEREAS, such conditions now exist in the City and Governor Newsom has declared a State of Emergency due to COVID-19; and
WHEREAS, since issuing Executive Order N-08-21, the highly contagious Delta and Omicron variants, in addition to Omicron sub-variants, of COVID-19 have emerged, causing an increase in COVID-19 cases throughout the State and Alameda County; and WHEREAS, the Centers for Disease Control and Prevention (“CDC”) continues to recommend physical distancing of at least 6 feet from others outside of the household and CalOSHA recommends social distancing under certain circumstances and maintaining six feet of distance can avoid close contacts requiring quarantine. State and local officials currently strongly recommend wearing masks indoors and state officials further recommend the use of masks when social distancing is not possible; and
WHEREAS, because of the rise in cases due to the Omicron variant and sub-variants of COVID-19, the City is concerned about the health and safety of all individuals who intend to attend City Council and meetings of the City’s other legislative bodies; and WHEREAS, on September 28, 2021 the City Council found that the presence of COVID-19 and the increase of cases due to the Delta variant would present imminent risks to the health or safety of attendees, including the legislative bodies and staff, should the City’s legislative bodies hold in person meetings; and
WHEREAS, the highly contagious Omicron variant resulted in the greatest nationwide infection rate since the beginning of the COVID-19 pandemic; and WHEREAS, the highly contagious Omicron variant has since resulted in several highly contagious sub-variants, including BA.5, which has become the dominant strain of COVID-19; and
WHEREAS, the City Council hereby finds that the imminent risks of the City’s legislative bodies holding in person meetings to the health or safety of attendees continues to exist; and
WHEREAS, the City shall ensure that it’s meetings comply with the provisions required by AB 361 (2021) for holding teleconferenced meetings.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Union City as follows:

1. The above recitals are true and correct, and incorporated into this Resolution.

2. In compliance with AB 361 (2021), and in order to continue to conduct teleconference meetings without complying with the usual teleconference meeting requirements of the Brown Act, the City Council makes the following continued findings:

City Council/RSA Agenda 48 Tuesday, October 11, 2022
a) The City Council has reconsidered the circumstances of the state of emergency; and
b) The state of emergency, as declared by the Governor and City Council, continues to directly impact the ability of the City Council and the City’s legislative bodies, as well as staff and members of the public, from meeting safely in person; and c) The CDC continues to recommend physical distancing of at least six feet due to COVID-19, state and local officials continue to recommend the use of masks and physical distancing under certain circumstances, and as a result of the presence of COVID-19 and the increase of cases due to the Delta and Omicron variants, meeting in person would present imminent risks to the health or safety of attendees, the legislative bodies and staff.

3. City Council and City’s legislative bodies may continue to meet remotely in compliance with AB 361, in order to better ensure the health and safety of the public.

4. The City Council will revisit the need to conduct meetings remotely within 30 days of the adoption of this resolution.

City Council/RSA Agenda 49 Tuesday, October 11, 2022
Agenda Item
DATE: 10/11/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO

APPROVE THE CONSULTING SERVICES AGREEMENT WITH REMIX
TECHNOLOGIES LLC, IN THE AMOUNT OF $86,000, FOR THREE (3)

YEARS OF SOFTWARE AS A SERVICE (SAAS) ACCESS TO TRANSIT

PLANNING AND COSTING PRODUCTS FOR UNION CITY TRANSIT AND

UNION CITY FLEA MICROTRANSIT
Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve the Consulting Services Agreement with Remix Technologies LLC, in the amount of $86,000, for three (3) years of Software as a Service (“SaaS”) access to transit planning and costing products Union City Transit and Union City Flea Microtransit.

STRATEGIC PLAN ALIGNMENT
This agenda item is generally consistent with Goal A of the Strategic Plan to foster fiscal health through cost control with no specific strategy pertaining to Transit.

BACKGROUND
Software as a Service, or SaaS, is a way of delivering applications exclusively over the Internet, freeing users from the complexity of traditional software installation, maintenance, and management. Union City Transit began using Remix SaaS products in 2016 as tools for evaluating routes, ridership, and demographics. Union City Transit has purchased Remix SaaS in three-year increments through purchase order agreements, the last agreement expiring on August 31, 2022.

DISCUSSION
Remix presented Union City Transit with a long-term-customer discount for this current renewal period and City Council/RSA Agenda 50 Tuesday, October 11, 2022
offered two (2) new components of their SaaS that Union City Transit could greatly benefit from: 1) OnDemand Planning, and 2) Advanced Costing.

As Union City Transit explores the expansion of the Union City Flea after its pilot period ends on March 31, 2023, the Remix On-Demand Planning function will be beneficial for developing the new Union City Flea service zones throughout the City and possibly to destinations that are most requested outside of the City. This tool will also allow staff to plan how many vehicles it may need to order in the future and assess whether ondemand service can replace or supplement certain routes.

The Advanced Costing component is a new feature expected to assist Union City Transit staff in evaluating how much the service will cost in the future by assessing several key variables, including changes in trip frequency, number of vehicles available, number of drivers available, and fuel type. Union City Transit staff is interested in this product to determine both: 1) how to maximize service during the current industry-wide driver shortage; and, 2) how the switch from compressed natural gas (CNG) to electric willchange the overallcost to operate each vehicle.

Union City Transit staff have trusted the Remix product for several years and are able to collaborate with the other San Francisco Bay Area operators, including the Alameda-Contra Costa Transit District, to establish an equivalent level of service to residents of Union City. Union City Transit staff is expecting to use the existing and new features extensively as they collaborate with their Bay Area counterparts to restructure service delivery throughout the region over the next three (3) to four (4) years.

FISCAL IMPACT
There will be no impact to the General Fund.

Sufficient funds are available for this contract in the Transit Fund (Fund 5110) for Fiscal Year 2022-2023 (Account Number 5110-3141-34001-54216) and will be included in both the Fiscal Year 2023-2024 and Fiscal Year 2024-2025 budgets to cover the three (3) year term of the agreement:

Year 1: $26,000
Year 2: $28,550
Year 3: $31,450

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve the Consulting Services Agreement with Remix Technologies LLC, in the amount of $86,000, for three (3) years of Software as a Service (SaaS) access to transit planning and costing products for Union City Transit and Union City Flea Microtransit.

Prepared by:

Steve Adams, Transit Manager
Submitted by:

Marilou Ayupan, Public Works Director
City Council/RSA Agenda 51 Tuesday, October 11, 2022
ATTACHMENTS:

Description Type
Attachment A -Agreement Attachment
Resolution Resolution
City Council/RSA Agenda 52 Tuesday, October 11, 2022
Consulting Services Agreement between
City of Union City and Remix Technologies LLC Page 1 of 15

CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF UNION CITY
AND

REMIX TECHNOLOGIES LLC

FOR TRANSIT PLANNING AND COSTING PRODUCT SERVICES FOR

UNION CITY TRANSIT AND FLEA MICROTRANSIT
This Agreement for consulting services is made by and between the City of Union City, a municipal corporation, (“City”) and Remix Technologies LLC, a limited liability company,with offices located at 10 Crosby St., 2
nd Floor, New York, NY, 10013 (“Consultant”), (together referred to as the “Parties”) as of September 1, 2022 (the “Effective Date”).

Section 1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on August 31, 2025, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8.

1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time is of the Essence. Time is of the essence. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to timely finish the Scope of Work, to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder.

1.5 [RESERVED]
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Eighty-Six Thousand Dollars, ($86,000), notwithstanding any contrary indications that may be contained in Consultant’s proposal for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the City Council/RSA Agenda 53 Tuesday, October 11, 2022
Consulting Services Agreement between
City of Union City and Remix Technologies LLC Page 2 of 15 manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.

Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
• Project name & number if applicable;Per Item 1.1, Terms of Service expiration date; • Purchase Order number to expedite payment;
• The beginning and ending dates of the billing period; • A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
• At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
• The Consultant’s signature;

2.2 Payment. City shall make an annual payment, paid in advance of recipt of services based on invoices received, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 RESERVED.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

City Council/RSA Agenda 54 Tuesday, October 11, 2022
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2.5 Hourly Rate/Fees. Unless the services provided are for a lump sum or flat fee, fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation cost proposal attached hereto as Exhibit B. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, the Agreement shall prevail.

2.6 RESERVED.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work for the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for City Council/RSA Agenda 55 Tuesday, October 11, 2022
Consulting Services Agreement between
City of Union City and Remix Technologies LLC Page 4 of 15 the subcontractor(s) and provided evidence to the City that such insurance is in effect. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.

4.1 Required Coverage. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.

COVERAGE TYPE OF INSURANCE MINIMUM LIMITS
A Commercial General
Liability
Premises Liability; Products
and Completed Operations;
Contractual Liability; Personal
Injury and Advertising
Liability
$1,000,000 per occurrence;
Bodily Injury and Property
Damage
$2,000,00 in the aggregate;
Commercial general coverage
shall be at least as broad as
Insurance Services Office
Commercial General Liability
occurrence form CG 0001
(most recent edition) covering
comprehensive General
Liability on an “occurrence”
basis.

C Workers’ Compensation
(WC) and Employers
Liability (EL)
Required for all contractors
with employees
WC: Statutory Limits
EL: $100,000 per accident for
bodily injury or disease.

Consultant may rely on a selfinsurance program to meet those requirements, but only if
the program of self-insurance
complies fully with the
provisions of the California
Labor Code. The insurer shall
waive all rights of subrogation
against the City and its
officers, officials, employees,
and volunteers for loss arising
from work performed under
this Agreement.

D Professional Liability/Errors
& Omissions
Includes endorsements of
contractual liability
$2,000,000 per occurrence
$4,000,000 policy aggregate;
Any deductible or self-insured
retention shall not exceed
$150,000 per claim.

4.2 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

City Council/RSA Agenda 56 Tuesday, October 11, 2022
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City of Union City and Remix Technologies LLC Page 5 of 15 a. All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until three (3) years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement b. All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City of Union City, its City Council, and all City officers, agents, employees, volunteers and representatives.
c. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City.
e. Certificates of Insurance: Before commencing operations under this Agreement, Consultant shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City, evidencing that all required insurance coverage is in effect. f. Subcontractors: Consultant shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
i. The retroactive date of the policy must be shown and must be before the date of the Agreement.
ii. Insurance must be maintained and evidence of insurance must be provided for at least three years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
iii. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of three (3) years after completion of work under this Agreement.

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4.3 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the City. Acceptance of Consultant’s insurance by City shall not relieve or decrease the liability of Consultant hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Consultant. b. Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles in excess of $100,000 before beginning any of the services or work called for by any term of this Agreement. c. Wasting Policies. None of the general liability and workers compensation policies required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).
d. Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss.

Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

4.4 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.

Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers (collectively, “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) in connection with thirdparty claims of every nature arising out of Consultant’s negligence or willful misconduct in its performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.

City Council/RSA Agenda 58 Tuesday, October 11, 2022
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City of Union City and Remix Technologies LLC Page 7 of 15 The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.

Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding anything to the contrary in this Agreement, in no event will either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages. The maximum liability of each party in connection with this Agreement will not exceed $40,000.

Section 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.

Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

City Council/RSA Agenda 59 Tuesday, October 11, 2022
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7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.

Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant granting a fifteen (15) day period to cure the breach, and failure of Consultant to cure the breach within such period. Consultant may cancel this Agreement upon thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all work product, including, but not limited to documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.

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8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement and, after receiving written notice of such breach from City, fails to cure such breach within a period of fifteen (15) days, City’s remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant expressly for City pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares expressly for City pursuant to this Agreement, or obtains from City pursuant to this Agreement, and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval City Council/RSA Agenda 61 Tuesday, October 11, 2022
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9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying, no more than once per year, at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California.

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant City Council/RSA Agenda 62 Tuesday, October 11, 2022
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Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement.

Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by the City Manager, or his designee, identified as Stephen Adams, Transit Manager ("Contract Administrator").

All correspondence, meeting documation, invoices and project deliverables shall be directed to or through the Contract Administrator.

Stephen Adams
Transit Manager
City of Union City
34009 Alvarado-Niles Road
Union City, CA 94587
[email protected]

10.10 Notices. Any written notice to Consultant shall be sent to:

Mikaela Hiatt
Renewals Manager
Remix Technologies LLC
10 Crosby St, Floor 2
New York, NY 10013
[email protected] and [email protected] All other written notices to City shall be sent to:

Joan M. Malloy Kristopher J. Kokotaylo,
City Manager City Attorney
City of Union City City of Union City
34009 Alvarado Niles Rd. with a copy to 34009 Alvarado Niles Rd.

Union City, CA 94587 Union City, CA 94587
City Council/RSA Agenda 63 Tuesday, October 11, 2022
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10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. _________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A and B represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Services
Exhibit B Compensation Schedule

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

The Parties have executed this Agreement as of the Effective Date.

CITY OF UNION CITY REMIX TECHNOLOGIES LLC
_______________________________ ______________________________

JOAN MALLOY, CITY MANAGER
Title: _________________________
ATTEST:
______________________________
ANNA M. BROWN, CITY CLERK
APPROVED AS TO FORM:
_________________________________
KRISTOPHER J. KOKOTAYLO

CITY ATTORNEY
5183556.1
City Council/RSA Agenda 64 Tuesday, October 11, 2022
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EXHIBIT A

SCOPE OF SERVICES
What do I get
with a Remix
License?
A full transit planning platform for your entire agency. It’s an annual subscription for unlimited users, and includes:
• Fast and accurate sketch planning using existing stop infrastructure • Instant demographic impact analysis
• Instant cost estimates
• Unlimited exports (excel, shapefile, KML, frequency-based GTFS, high-resolution image)
• Unlimited custom data layers (polygon-based shapefiles) • Unlimited GTFS uploads
• Public engagement and share features
• Travel-time isochrone visualizations
• Title VI Engine (US) - generate a service equity analysis in less than 10 minutes • Timetables – generate and customize timepoints and segment-level runtimes • Export timetables into excel
• Consistent and regular product improvements / feature launches Advanced Costing
● Interactive blocking to finalize vehicle assignments
● Cost estimates based on daily vehicle activity and actual trips On-Demand Planning
● Draw customized on-demand zones that connect to, overlap with, or replace fixed route transit
● Calculate impact to the local community based on US Census, ACS, and LEHD datasets ● Estimate number of on-demand vehicles needed to meet demand and wait time goals ● Estimate changes to cost, service quality, and accessibility for running an integrated transit network
City Council/RSA Agenda 65 Tuesday, October 11, 2022
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support?
Our Success Team brings years of transit experience and works with you to develop a customized Success Plan. Each plan has three parts:

1. Onboard (First 60 Days): Identify a first project and work on it together. - Workshops, Project-Assisted Training, Individual Sessions, Video Guides

2. Plan (Months 2+): Bring your plans to life with Remix. - Regular Check-ins, Best Practices Blog, Remix Webinars, Remix Conference

3. Measure Results (Months 6+): Document your return on investment (ROI). - Develop ROI Report, Set Yearly Goals, Manage Renewal, Plan Ahead Technical
requirements?
Remix is entirely web-based and software-as-a-service (SaaS). • Everything is in the cloud -- no installations or downloads. Can access from anywhere.
• Every user gets a login + password
• Remix works on the latest version of any browser
• Agency-wide annual subscription -- no maintenance fees. • Every time we update the platform and launch a new feature, you’ll see it the next time you log in. We launched 120+ new features within the last 12 months, rolled out to all customers
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EXHIBIT B

COMPENSATION SCHEDULE
TOTAL CONTRACT VALUE: $86,000 USD
Remix Transit Planning License
➢ 2022: $20,000 (Current List Price) $15,400 USD per year ➢ 2023: $20,000 (Current List Price) $16,900 USD per year ➢ 2024: $20,000 (Current List Price) $18,600 USD per year Remix On Demand Planning License
➢ 2022: $7,500 USD per year
➢ 2023: $8,250 USD per year
➢ 2024: $9,100 USD per year
Remix Advanced Costing License
➢ 2022: $3,100 USD per year
➢ 2023: $3,400 USD per year
➢ 2024: $3,750 USD per year
City Council/RSA Agenda 67 Tuesday, October 11, 2022
RESOLUTION NO. xxxx-22

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

AUTHORIZING THE CITY MANAGER TO APPROVE THE CONSULTING

SERVICES AGREEMENT WITH REMIX TECHNOLOGIES LLC, IN THE
AMOUNT OF $86,000, FOR THREE (3) YEARS OF SOFTWARE AS A SERVICE (SAAS) ACCESS TO TRANSIT PLANNING AND COSTING PRODUCTS FOR

UNION CITY TRANSIT AND UNION CITY FLEA MICROTRANSIT
WHEREAS, Union City Transit began using Remix Technologies LLC (“Remix”) Software as a Service (“SaaS”) in 2016 as a tool for evaluating routes, ridership, and demographics; and
WHEREAS, Union City Transit has purchased Remix SaaS in three-year increments since 2016 through purchase order agreements, the last agreement expiring on August 31, 2022; and
WHEREAS, Remix presented Union City Transit with a long-term-customer discount for this current renewal period and offered two (2) new components of their SaaS that Union City Transit could greatly benefit from: 1) On-Demand Planning; and 2) Advanced Costing; and
WHEREAS, as Union City Transit explores the expansion of the Union City Flea after its pilot period ends on March 31, 2023, the Remix On-Demand Planning function will be beneficial for developing the new Union City Flea service zones throughout the City and possibly to destinations that are most requested outside of the City. This tool will also allow staff to plan how many vehicles it may need to order in the future and if an on-demand service can replace or supplement certain routes; and WHEREAS, the Advanced Costing component is a new feature expected to assist Union City Transit staff in evaluating how much our services will cost in the future by assessing several key variables, including changes in trip frequency, number of vehicles available, number of drivers available, and fuel type. Union City Transit staff is interested in this product to determine both: 1) how to maximize service during the current industrywide driver shortage; and 2) how the switch from compressed natural gas (CNG) to electric will change the overall cost to operate each vehicle; and WHEREAS, Union City Transit staff have trusted the Remix product for several years and are able to collaborate with the other San Francisco Bay Area operators, including the Alameda-Contra Costa Transit District, to establish an equivalent level of service to residents of Union City. Union City Transit staff is expecting to use the existing and new features extensively as they collaborate with their Bay Area counterparts to restructure service delivery throughout the region over the next three (3) to four (4) years.

City Council/RSA Agenda 68 Tuesday, October 11, 2022
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby authorizes the City Manager to approve the Consulting Services Agreement with Remix Technologies LLC, in the amount of $86,000, for three (3) years of Software as a Service (SaaS) access to transit planning and costing products for Union City Transit and Union City Flea Microtransit.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 11th day of October 2022, by the following vote:

City Council/RSA Agenda 69 Tuesday, October 11, 2022
Agenda Item
DATE: 10/11/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO

APPROVE THE FIRST AMENDMENT TO THE CONSULTING SERVICES
AGREEMENT WITH RICHARD K. TANAKA, IN THE AMOUNT OF
$125,000, FOR THE UNION CITY BOULEVARD BIKE LANES PROJECT, CITY PROJECT NO. 17-29, FOR A TOTAL CONTRACT AMOUNT OF
$195,000, AND APPROPRIATING $75,000 TO THE GAS TAX FUND Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve the First Amendment to the Consulting Services Agreement with Richard K. Tanaka, Inc., in the amount of $125,000, for the Union City Boulevard Bikes Lanes Project, City Project No. 17-29, increasing the total contract amount to $195,000, and appropriating $75,000 to the Gas Tax Fund from the $405,000 Cargill contribution identified in the cost sharing agreement.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal D, Strategy 1: Environmental Sustainability and Infrastructure - Continue the build-out of the City’s Bicycle and Pedestrian network, with an emphasis on closing gaps, addressing safety concerns, and increasing connectivity to the Station District.

Goal D, Strategy 2: Environmental Sustainability and Infrastructure – Implement the City’s capital improvement plan.

BACKGROUND
On April 27, 2017, Union City was awarded $7,800,000 (requiring $1,000,000 of local match using the City’s State Gas Tax (Fund 2510) funds for a total project budget of $8,800,000) by Alameda County Transportation Commission (ACTC) through the Project Funding Agreement (PFA) for “Union City Boulevard Class II City Council/RSA Agenda 70 Tuesday, October 11, 2022
Bikes Lanes Project” for construction of over two (2) miles of new bicycle facilities along Union City Boulevard from approximately 600 feet south of Alvarado Boulevard to the southern city limits.

This Union City Boulevard Bike Lanes Project willcomplete the gap along Union City Boulevard by providing continuous bike facilities between the existing Class II bike lanes from south of Alvarado Boulevard with new buffered bike lanes that connect to Ardenwood Boulevard in Fremont. These new improvements will include Complete Street improvements at the intersections of Regents Boulevard, Dyer Street and Rocklin Drive. A new Class I multi-use trail will also be provided adjacent to Delaine Eastin Elementary School on Union City Boulevard, which will improve direct access for students who bike or walk to the school. In addition, the project will construct a dedicated right-turn lane for vehicles proceeding to the school to eliminate the traffic back up on southbound Union City Boulevard.

At the City Council Meeting on March 9, 2021, East Bay Discharge Authority (EBDA) in partnership with Cargill, Incorporated made a presentation about a proposed Mixed Sea Salt Brine Pipeline to be constructed along Union City Boulevard that would remove, over time, several tons of existing mixed sea salt stockpiles located at the Cargill Salt Plant in Newark. With anticipated sea-level-rise in the future, the processed mixed sea salt, if returned into the San Francisco Bay, would cause ecological damage to the fish and fauna. Because the proposed pipeline is located with the Union City Boulevard Bike Lanes project limits, EBDA, Cargill and Union City began high-level discussion on how to best combine the construction of the bike lanes and pipeline project into one major roadway improvement project.

DISCUSSION
Since 2019, the City Council has taken several incremental steps regarding the Union City Boulevard Bike Class II Bike Lane Project:

Resolution No. 5471-19 was adopted to incorporate SB-1 funds for pavement rehabilitation.

Engineering staff identified various pavement areas of Union City Boulevard that needed rehabilitation and began considering including this roadway work with the Bike Lanes Project.

Resolution No. 5510-19 was adopted to approve Contract C5363 with Kimley-Horn and Associates, Inc., in the amount of $537,900, to assume the design of the bike lane project and complete the Final PS&E.

Resolution No. 5604-20 was adopted to approve Contract C5439 with Kimley-Horn and Associates, Inc., in the amount of $287,000, which constituted the First Amendment to Contract C5363, for design refinements that included pavement reconstruction and rehabilitation within the project limits and updating the bikeway design.

Resolution No. 5613-20 was adopted to amend a list of projects for FY 2020/21, in the amount of approximately $1.4 million funded by SB-1 - The Road Repair and Accountability Act of 2017 (Fund 2515), which included pavement rehabilitation in various locations including Union City Boulevard. The estimated construction cost to include the pavement rehabilitation of Union City Boulevard with the Bike Lanes Project is estimated at $13.0 million.

Resolution No. 5835-21 was adopted to approve Contract C5439b with Kimley-Horn and Associates, Inc., in the amount of $348,000, which constituted the Second Amendment to Contract C5363, for updating the project plans to refine various intersections for bikes and pedestrian, adding potential new crossings for bikes and pedestrians, adding traffic control devices such as flashing signs to slow traffic speeds, improving street lights illumination and updating and coordinating these design updates with Bicycle and Pedestrian Advisory Committee (BPAC).

Resolution No. 5883-22 was adopted to approve Contract C5439c with Kimley-Horn and Associates, Inc., in the amount of $75,000, which constituted the Third Amendment to Contract C5363, for roadway drainage design that included review of As-Builts of the existing drainage facilities, the preparation of a Preliminary Drainage Analysis Report, coordination with Alameda City Council/RSA Agenda 71 Tuesday, October 11, 2022
County Flood Control and Water Conservation District (ACFC & WCD), the preparation of a Final Drainage Memo with recommendations of proposed roadway drainage improvements and the revision to the Final Plans and Specification for reducing flooding along Union City Boulevard within the proposed bike lanes.

Resolution 6008-22 was adopted approving the Fourth Amendment to the Agreement with KimleyHorn and Associates, Inc., in the amount of $308,455, for the additional design for integrating the Cargill Pipeline Project into the UCB Bike Lanes Project and other design refinements.

On October 15, 2021, the City Manager entered into a Consulting Service Agreement, C5801 with Richard K.

Tanaka, in the amount of $70,000, for Project Management services for the Union City Boulevard Bike Lanes Project, City Project No. 17-29. Richard assisted Public Works with managing the Kimley-Horn and Associates’ design contract including the development of the Cost Sharing Agreement with Cargill, Incorporated for the proposed Mixed Sea Salt Pipeline.

At the July 26, 2022 City Council Meeting, under Presentations, East Bay Discharge Authority and Cargill, Incorporated presented an Update of the Status of the Cargill Mixed Sea Salt Pipeline Project impacting Union City Boulevard including the Notice of Preparation (NOP) for the Environmental Documentation. This proposed Pipeline is within the same project limits as Union City Boulevard Bike Lanes Project, City Project No. 17-29. Following the Pipeline Presentation, Public Works and Kimley-Horn presented an Update of the Union City Boulevard Bike Lanes Project including the benefits and cost sharing opportunities for combining the installation of underground pipeline with the bike lanes improvements, a major roadway project along Union City Boulevard, into one (1) construction package instead of the Pipeline project digging up the roadway two to five years later to install the underground pipeline. At the same meeting, the City Council, under Resolution No. 5980-22, authorized the City Manager to execute the Sea Salt Pipeline and Bike Lanes Construction Cost Sharing Agreement among the City of Union City and Cargill, Incorporated, for the Union City Boulevard Bike Lanes Project, City Project No. 17-29, and increased the revenue projections in the Gas Tax Fund by $405,000. The Gas Tax increase includes $75,000 for Project Management, $180,000 for Design Services and $150,000 for Construction Management and Inspection, totaling $405,000. The $75,000 allocated for Project Management will be appropriated to the Gas Tax Fund as part of the attached resolution.

The First Amendment to the Consulting Services Agreement, in the amount of $125,000, includes continued project management services, assisting with project budget, scope and tracking the overall project schedule, coordinating with Cargill and the Pipeline project team including provide comments to the pipeline plans, performing review and quality control of the Union City Boulevard Bike Lanes Project Plans, Specifications and Estimate and assisting the bid process.

The Pipeline and Union City Boulevard Bike Lanes project will be combined into one (1) Construction Package by the end of 2022. It is anticipated that the project will be advertised in Spring 2023, with construction beginning Summer 2023, and completion by the end of 2024.

FISCAL IMPACT
The totalcost of the First Amendment to the Consulting Services Agreement with Richard K. Tanaka, for the additional project management services for the Union City Boulevard Bikes Lanes Project, City Project No. 17-29, is $125,000. The Amendment is funded with $75,000 of Gas Tax funds (Account Number 2510-3199- 91729-54110), which need to be appropriated, and $50,000 of Measure B ACTIA Streets and Roads funds (Account Number 2542-3199-91729-54110) that were budgeted in the approved Five-Year Capital Improvement Plan (CIP) for FiscalYear 2021/22 to FiscalYear 2025/26.

RECOMMENDATION
City Council/RSA Agenda 72 Tuesday, October 11, 2022
Staff recommends that the City Council adopt a resolution authorizing the City Manager to approve the First Amendment to the Consulting Services Agreement with Richard K. Tanaka, in the amount of $125,000, for the Union City Boulevard Bikes Lanes Project, City Project No. 17-29, increasing the total contract amount to $195,000, and appropriating $75,000 to the Gas Tax Fund from the $405,000 Cargill contribution identified in the cost sharing agreement.

Prepared by:

Marilou Ayupan, Public Works Director
Submitted by:

Marilou Ayupan, Public Works Director
ATTACHMENTS:

Description Type
Attachment A -Amendment 1 Attachment
Resolution Resolution
City Council/RSA Agenda 73 Tuesday, October 11, 2022
First Amendment of the Consulting Services Agreement
City of Union City and Richard K. Tanaka

FIRST AMENDMENT TO THE
CONSULTING SERVICES AGREEMENT (C5801)
THIS FIRST AMENDMENT is effective as of this 11th day of October 2022 by and between THE CITY OF UNION CITY, a municipal corporation, (“City”) and Richard K. Tanaka, ("Consultant"), collectively referred to as the "Parties".

W I T N E S S E T H:

WHEREAS, on October 15, 2021, the Parties entered into a Consulting Services Agreement, C5801 (“Agreement”), wherein the Consultant will provide the City with services related to the Union City Boulevard Bike Lanes Project, City Project No. 17-29; and WHEREAS, the Parties desire to amend the Agreement to expand the scope of services and to increase the compensation by $125,000; and
WHEREAS, the City and Consultant desires to enter into this First Amendment.

NOW, THEREFORE, the Parties hereto do mutually agree as follows:

1. The Scope of Work, as set forth in Exhibit A of the Agreement, is hereby amended to incorporate inclusion of the Cargill pipeline with the Bike Lane Project, as set forth in Exhibit A of this First Amendment, attached hereto and incorporated herein by reference.

2. The Compensation, as set forth in Exhibit B of the Agreement, is hereby amended to reflect payment based upon a sum increase of One Hundred Twenty-Five Thousand Dollars ($125,000), as set forth is Exhibit B of this First Amendment, attached hereto and incorporated herein by reference. The total compensation under the Agreement including this Amendment shall not exceed a total contract amount of One Hundred Ninety-Five Thousand Nine Hundred Dollars ($195,000). The first sentence of Section 2 "COMPENSATION" of the Agreement shall now read:

City hereby agrees to pay Consultant a sum not to exceed One Hundred NinetyFive Thousand dollars ($195,000) notwithstanding any contrary indications that may be contained in Consultant' s proposal, for services to be performed and reimbursable costs incurred under this Agreement.

4. All other provisions of the Agreement remain unchanged except as modified by this First Amendment.

City Council/RSA Agenda 74 Tuesday, October 11, 2022
First Amendment of the Consulting Services Agreement
City of Union City and Richard K. Tanaka

IN WITNESS WHEREOF, the City and the Consultant have executed this Amendment effective as of the date hereinabove written.

THE CITY OF UNION CITY RICHARD K. TANAKA
By By
Joan Malloy,
City Manager
Attest:
___________________________
Anna M. Brown
City Clerk
Approved as to Form:
____________________________
Kristopher J. Kokotaylo
City Attorney
City Council/RSA Agenda 75 Tuesday, October 11, 2022
First Amendment of the Consulting Services Agreement
City of Union City and Richard K. Tanaka

EXHIBIT A

SCOPE OF SERVICES
The Combined Union City Blvd. Bike Lane and Cargill Sea Pipeline Project Task 1: Continue Project Management Services for the Union City Blvd. Bike Lane project. Scope of services remains unchanged.

Task 2: Perform duties of Project Manager for City of Union City for the combining the bike lane and Cargill pipeline project as one construction package as follows:
i. Manage project scope, budget and schedule.
ii. Assist Public Works Director with the EBDA’s environmental process for the pipeline installation and provide comments to the environmental document.
iii. Coordinate with Kimley-Horn and Jacobs for the incorporation of the pipeline project into City of Union City Bike Lane Project. iv. Attend bi-monthly project development team meetings for the combined project.
v. Provide design inputs/comments relative to pipeline project and the incorporation of the pipeline project into Union City Bike Lane Project vi. Perform quality control review of the combined project. vii. Review bids received and update cost sharing data.

City Council/RSA Agenda 76 Tuesday, October 11, 2022
First Amendment of the Consulting Services Agreement
City of Union City and Richard K. Tanaka

EXHBIT B

COST PROPOSAL
(Include Hourly Rate Schedule)
Task Scope Hours Hourly
Rates
Total Fee
1 Continue Project Management for Bike Lane
Project
200 $250 $50,000
2 Project Management for combining two projects 300 $250 $75,000 Total 500 $125,000
5201528.1
City Council/RSA Agenda 77 Tuesday, October 11, 2022
RESOLUTION NO. xxxx-22

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

AUTHORIZING THE CITY MANAGER TO APPROVE THE FIRST

AMENDMENT TO THE CONSULTING SERVICES AGREEMENT WITH
RICHARD K. TANAKA, IN THE AMOUNT OF $125,000, FOR THE UNION CITY BOULEVARD BIKE LANES PROJECT, CITY PROJECT NO. 17-29, FOR A TOTAL CONTRACT AMOUNT OF $195,000, AND APPROPRIATING $75,000

TO THE GAS TAX FUND
WHEREAS, on April 27, 2017, the City of Union City was awarded $7,800,000 (requiring $1,000,000 of local match using City’s State Gas Tax funds for a total project budget of $8,800,000) by Alameda County Transportation Commission (ACTC) through the Project Funding Agreement (PFA) for “Union City Boulevard Class II Bikes Lanes Project;” and
WHEREAS, the project will complete about a two (2) mile gap along Union City Boulevard by constructing new, continuous, and buffered bike lanes between the existing Class II bike lanes from a point 600 ft. south of Alvarado Boulevard to the existing Class II bikes lanes at the Alameda Creek Channel bridge, with direct connection to existing bike lanes on Ardenwood Boulevard in Fremont. The project will include “Complete Street” improvements along Union City Boulevard at the intersections of Regents Boulevard, Dyer Street and Rocklin Drive, including a new multi-purpose trail adjacent to Delaine Eastin Elementary School providing direct access for students who bike or walk to school and a right-turning lane into the school; and WHEREAS, on April 23, 2019, the City Council adopted Resolution No. 5471- 19 approving a list of projects for FY 2019/20, in the amount of approximately $1.1 million, funded by SB-1 – The Road Repair and Accountability Act of 2017 (Fund 2515), which included pavement rehabilitation in various locations including Union City Boulevard; and
WHEREAS, on July 23, 2019, the City Council adopted Resolution No. 5510-19 approving a Consulting Services Agreement, C5363, with Kimley-Horn and Associates, Inc. to complete the Final Plans, Specifications and Estimate, in the amount of $537,900; and
WHEREAS, on October 21, 2019, Kimley-Horn and Associates, Inc. presented the project to Union City’s Bicycle and Pedestrian Advisory Commission (BPAC), who provided valuable comments related to improving bicycle and pedestrian travel through the intersection of Regents Boulevard, Dyer Street and Rocklin Drive, upgrading ADA wheelchair ramps, enhancing pedestrian crosswalks, evaluating existing street lighting and reconstructing intersection corners to slow down turning cars resulting in various project design refinements; and
City Council/RSA Agenda 78 Tuesday, October 11, 2022
WHEREAS, on May 26, 2020, the City Council adopted Resolution No. 5604-20 approving the First Amendment to the Consulting Services Agreement, C5439, with Kimley-Horn and Associates, Inc., in the amount of $287,000, for design refinement revisions, bringing the total contract amount to $824,900, to complete the Final Plans, Specifications and Estimate (PS&E); and
WHEREAS, on June 23, 2020, the City Council adopted a Resolution No. 5613- 20 to amend the list of projects for FY 2020/21, in the amount of approximately $1.4 million, funded by SB-1 – The Road Repair and Accountability Act of 2017 (Fund 2515), which included pavement rehabilitation and improvements in various locations including Union City Boulevard; and
WHEREAS, the construction cost for the combined Union City Boulevard Bike Lanes and Union City Boulevard Pavement Rehabilitation projects is estimated around $13.0 Million; and
WHEREAS, on October 12, 2021, the City Council adopted Resolution No. 5835-21 approving the Second Amendment to the Consulting Services Agreement, C5439b, with Kimley-Horn and Associates, Inc., in the amount of $348,000, for adding traffic control measures at intersection crossings, evaluating additional intersection crossings, improving street lighting illumination and extending the buffer bike lanes to Smith Street; and design refinement revisions, bringing the total contract amount to $1,172,900, to complete the Final PS&E; and
WHEREAS, on October 15, 2021, the City Manager enter into a Consulting Services Agreement, C5801 with Richard K. Tanaka in the amount of $70,000, for Project Management Services for the Union City Boulevard Bike Lanes Project, City Project No. 17-29 to assist Public Works with managing and coordinating the KimleyHorn and Associates’ Consulting Service Agreement; and WHEREAS, on January 25, 2022, the City Council adopted Resolution No. 5883-22 approving the Third Amendment to the Consulting Services Agreement with Kimley-Horn and Associates, Inc., C5439c, in the amount of $75,000, for roadway drainage design consisting of review of As-Builts of the existing drainage facilities, the preparation of a Preliminary Drainage Analysis Report, coordination with Alameda County Flood Control and Water Conservation District (ACFC & WCD), the preparation of a Final Drainage Memo with recommendations of proposed roadway drainage improvements and the revision to the Final Plans and Specifications for reducing flooding along Union City Boulevard within the proposed bike lanes; and WHEREAS, on July 26, 2022, the City Council of Union City adopted Resolution No. 5980-22 authorizing the City Manager to execute the Sea Salt Pipeline and Bike Lanes Cost Sharing Agreement between the City of Union City and Cargill, Incorporated, for the Union City Boulevard Bike Lanes Project, City Project No. 17-29, and increasing the revenue projections in the Gas Tax Fund by $405,000; and City Council/RSA Agenda 79 Tuesday, October 11, 2022
WHEREAS, on September 27, 2022, the City Council of Union City adopted Resolution No. 6008-22 approving the Fourth Amendment to the Consulting Services Agreement with Kimley-Horn and Associates, Inc., in the amount of $308,455, for a total contract amount of $1,556,355, which included coordinating meetings with the Pipeline project team and refining the Project Plans, Specifications and Estimate to integrate the pipeline design, revising the Construction Details, Utility Plans, Stage Construction/Traffic Handling Plans and Summary of Quantity Plans. The amendment also includes other design refinements at Dyer Street/Union City Blvd. intersection, fiber optics for traffic signal systems, water quality treatment areas, additional trail signage and tree removal plans; and
WHEREAS, Page 11 of this Cost Sharing Agreement, under 10.a, Cost Sharing, Project Management Services, identifies the contribution of $75,000 to Richard K.

Tanaka’s Consulting Services Agreement for oversight of Kimley-Horn’s Consulting Services Agreement to integrate the sea salt brine pipeline design into the Plans, Specifications and Estimate of the Union City Boulevard Bike Lanes Project, City Project No. 17-29; and

WHEREAS, the First Amendment to the Consulting Services Agreement with Richard K. Tanaka, Inc., in the amount of $125,000, will be funded with $75,000 of Gas Tax funds (Account Number 2510-3199-91729-54110), which need to be appropriated, and $50,000 of Measure B ACTIA Streets and Roads funds (Account Number 2542- 3199-91729-54110) which were budgeted in the approved Five-Year Capital Improvement Plan (CIP) for Fiscal Year 2021/22 to Fiscal Year 2025/26.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby authorizes the City Manager to execute the First Amendment to the Consulting Services Agreement with Richard K. Tanaka, of San Jose, CA, which increases the current contract by $125,000, bringing the total contract amount to $195,000, to assist Public Works with Project Management Services for the completion of the Final PS&E of the Union City Boulevard Bike Lanes Project, City Project No. 17- 29; and
BE IT FURTHER RESOLVED that the City Council of the City of Union City hereby appropriates $75,000, from the $405,000 Cargill contribution identified in the cost sharing agreement, to the Gas Tax Fund, Account Number 2510-3199-91729-54110 (Gas Tax Fund – PW General – UCB Bike Lanes Project – Professional/ Consulting Services).

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 11th day of October 2022, by the following vote:

City Council/RSA Agenda 80 Tuesday, October 11, 2022
Agenda Item
DATE: 10/11/2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARILOU AYUPAN, PUBLIC WORKS DIRECTOR
SUBJECT: ADOPT A RESOLUTION APPROVING FINAL TRACT MAP 7728 AND

APPROVING SUBDIVISION IMPROVEMENT AGREEMENT WITH TURK

ISLAND VENTURES, LLC (NUVERAHOMES)
Staff recommends that the City Council approve Final Tract Map 7728 and the associated Subdivision Improvement Agreement with Turk Island Ventures, LLC (Nuvera Homes) for a proposed 33-lot single family residential development.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal C, Strategy 5: Promote housing development for all income levels in the community by updating zoning ordinance to include objective standards in order to streamline development and facilitating the development of affordable housing.

BACKGROUND
At its meeting of November 13, 2018, City Council adopted a resolution approving Tentative Tract Map 7728 (TTM 7728) to subdivide an approximately 6-acre site into 33 lots to construct single family homes.

The developer has presented the Final Tract Map, which is in substantialcompliance with the Tentative Tract Map.

The developer has also agreed to execute the Subdivision Improvement Agreement which details the responsibilities of developing the tract.

DISCUSSION
The project site is a portion of the larger Turk Island landfill located west of Union City Boulevard and is owned by Turk Island Ventures, LLC. The site is bounded by the closed Turk Island landfill, Sea Breeze Park, Carmel Way and Westport Way. Carmel Way and Westport Way will provide access to the new development.

City Council/RSA Agenda 81 Tuesday, October 11, 2022
This development required consolidating the two portions of the Turk Island landfill by relocating debris from the smaller 6-acre landfill to the adjacent, larger 47-acre landfill that will remain. The landfill debris from the project site has been excavated and the next phase is to bring in clean dirt to fill the site. This phase of the project is about to begin and will take approximately two months to complete. The new residential tract will be raised to be located outside the flood zone. The Conditional Letter of Map Revision (C-LOMR) has been obtained from FEMA.

Disturbing both of the landfills to accomplish the work described above required reviews, approvals, and permits from various State and regional agencies, including San Francisco Regional Water Quality Control Board, Bay Area Air Quality Management District, Alameda County Department of Environmental Health, Alameda County Water District and California Environmental Protection Agency – Department of Resources Recycling and Recovery, Waste Permitting, Compliance and Mitigation Division (CalRecycle). The developer has been working with these agencies and has obtained all the required approvals and permits.

City staff, assisted by City Attorney’s office, has prepared a Subdivision Improvement Agreement that the developer is prepared to sign. The Agreement outlines the responsibilities for the development per the approved plans, including the payment of fees, posting bonds and meeting insurance requirements.

FISCAL IMPACT
The developer has agreed to pay all required fees, per the Public Works Department’s Conditions of Approval, including the following:

Landfill Consolidation Fees:

1. Grading Permit Fee - $10,810 (Paid)

2. Grading Permit Bond - $885,600 (Posted)

3. Plan Check and Inspection Fee - $221,615 (Paid)
Subdivision Fees:
(Due prior to the issuance of the grading permit, unless noted otherwise)

1. Traffic Signalization Fee - $68,046

2. Plan Check and Inspection Fees - $169,555

3. Final Map Filing Fee - $14,481

4. Grading Permit Fee (Fine Grading) - $2,303

5. Grading Permit Bond - $9,554

6. Bridge Benefit District No. 5 - $8,010

7. Encroachment Permit Fees – TBD (for trenching on existing streets to connect to utility mains and other miscellaneous work in the public right of way).

8. Park Land Dedication In-Lieu Fee – $919,512 (To be paid prior to filing of Final Tract Map for recordation) Pursuant to Union City Municipal Code, Chapter 17.30, a subdivider is required to dedicate park land or pay a fee in lieu of dedicating such land as a condition of final map approval. Turk Island Ventures, LLC is proposing to pay an in-lieu fee to satisfy its parkland dedication obligation.

The calculation of the in-lieu fee is determined in accordance with Union City Municipal Code, Chapter 17.30, which requires the calculation of in-lieu fees to be based upon the fair market value of land just prior to filing the final map. Turk Island Ventures, LLC provided an appraisal report to the City; however, staff did not feel the appraisal accurately reflected fair market value. The City sought a peer-review by a second appraiser who determined the valuation of the 6.14-acre site was higher at $2.15 million per acre, for a total appraised value of $13.20 million.

City Council/RSA Agenda 82 Tuesday, October 11, 2022
The City’s appraiser indicated that he was quite comfortable with his peer review and did not feel the need to redo the appraisal, which would delay the project. The developer accepted the revised valuation documented in the peer review.

RECOMMENDATION
It is recommended that the City Counciladopt the attached resolution to:

1. Approve the Final Tract Map 7728 for the 33-lot subdivision to allow the construction of single-family homes;

2. Authorize the City Manager to execute the Subdivision Improvement Agreement with Turk Island Ventures, LLC; and

3. Direct the execution and filing of Final Tract Map 7728 with the County Recorder’s Office contingent upon the City’s receipt of payment of park in-lieu fees, as required by the Union City Municipal Code, Section

17.30.110.

Prepared by:

Farooq Azim, City Engineer
Submitted by:

Marilou Ayupan, Public Works Director
ATTACHMENTS:

Description Type
Resolution Resolution
Exhibit A - TM7728 Exhibit
Exhibit B- SIA - Tract 7728 Exhibit
City Council/RSA Agenda 83 Tuesday, October 11, 2022
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY APPROVING FINAL TRACT MAP 7728 AND APPROVING SUBDIVISION

IMPROVEMENT AGREEMENT WITH TURK ISLAND VENTURES, LLC
(NUVERA HOMES)
WHEREAS, the property owner, Turk Island Ventures, LLC, has presented a copy of said Final Tract Map 7728 to the City Council, in the form attached hereto as Exhibit A, for a 33-lot subdivision for constructing single family homes; and WHEREAS, Tract Map 7728 is in substantial conformance with Tentative Tract Map 7728 approved by the City Council on November 13, 2018; and WHEREAS, the property owner, Turk Island Ventures, LLC, has agreed to sign the Subdivision Improvement Agreement in the form attached hereto as Exhibit B, for the 33- lot subdivision (Nuvera Homes) which summarizes their responsibilities for the development per the approved plans, including the payment of fees, bonds and meeting insurance requirements.

NOW, THEREFORE, BE IT RESOLVED that Final Tract Map 7728 is hereby approved, and the City Engineer is hereby authorized and directed to execute the Final Tract Map on behalf of the City of Union City, following the City’s receipt of payment for the Park Land Dedication In-Lieu Fees by the developer, as required by the Union City Municipal Code, as well as the Subdivision Improvement Agreement; and BE IT FURTHER RESOLVED by the City Council of the City of Union City that the City Manager is hereby authorized and directed to execute the Subdivision Improvement Agreement; and
BE IT FURTHER RESOLVED that the City Clerk is hereby directed to transmit said map to the County Recorder for filing.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 11th day of October 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s Use

SUBDIVISION IMPROVEMENT AGREEMENT
Tract No. 7728
Turk Island Ventures, LLC
(Nuvera Homes)
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SUBDIVISION AGREEMENT
TRACT NO. 7728
Turk Island Ventures, LLC
(Nuvera Homes)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No. 7728 (the “Agreement”) is entered into as of October 11, 2022 between the City of Union City, a municipal corporation (“City”) and Turk Island Ventures, LLC (“Developer”).

Recitals
This Agreement is based on the following facts, understandings and intentions of City and Developer:

A. Developer is the owner of the real property located in the City of Union City, County of Alameda, State of California, more particularly described on Tract No. 7728, consisting of Six (6) sheets, (the “Property”); and
B. On November 13, 2018, the City Council conditionally approved the tentative map for a subdivision of the Property with certain conditions (collectively, the “Conditions of Approval”), and the final map is based on this approval. (Tract No. 7728); Resolution No. 5411- 18; and
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below (“Improvements”). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code (“UCMC”) and the tentative map approved by the City; and D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer’s office (collectively, and as may be modified with City approval, the “Approved Plans”). (Gov. Code § 66462 and UCMC §

17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and
F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
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G. City wishes to ensure that the Improvements will be completed in a good worker-like manner and in accordance with the conditions of approval and applicable law.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:

1. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workerlike manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail.

Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code § 66499.11 and UCMC § 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless an extension is granted by the City Council or the City Engineer. (UCMC § 17.32.050.) The date of completion of the Improvements shall be the date the City records the resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $169,555 to cover the cost of plan checking and inspecting the Improvements.

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4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after initial acceptance of the entire work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. Developer further covenants and agrees that when defects in workmanship and materials actually appear during the one-year guarantee period, and have been corrected, the guarantee period for the defected items shall automatically be extended for an additional year from the date of the completion of the repair to ensure that such defects have actually been corrected.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days’ time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, fifty percent (50%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code § 66499.1 and UCMC § 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $2,599,790, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $2,599,790, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons City Council/RSA Agenda 94 Tuesday, October 11, 2022
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for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City’s acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $259,979, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including attorneys’ fees, incurred by the City in enforcing the obligations secured. (Gov. Code § 66499.4; UCMC §

17.32.060.)
d. Release of security. Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

6. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor shall City be stopped from bringing any action for damages arising from Developer’s failure to comply with the terms and conditions of this Agreement.

7. Other payments. The developer shall also pay all other fees outlined in the Conditions of Approval, including but not limited to the Grading Permit Fee ($2,303), Grading Permit Bond deposit ($9,554) , Encroachment Permit fee and Bond (TBD at the time of permit application(s)), Traffic Signalization Fee ($68,046), Bridge Benefit District No. 5 fee ($8,010), Park Land Dedication In-Lieu Fee ($919,512) and Final Tract Map Filing Fee ($14,481). The amount of the fees will be as indicated in the Conditions of Approval or shall be based upon requested information supplied by Developer to the City.

8. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature directly or indirectly arising out of or in any way connected with performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence of City.

This defense, indemnification and hold harmless provision shall extend to claims, losses, damage, injury, costs, including attorney fees, and liability for injuries occurring after completion of the construction of the Improvements as well as during construction, and shall apply regardless of whether City has prepared, supplied or approved the plans and/or specifications for the City Council/RSA Agenda 95 Tuesday, October 11, 2022
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Improvements or has inspected or accepted the same. Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose. The provisions of this section 8 shall survive completion of the Improvements or the termination of this Agreement.

9. Encroachment permit; Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. If it is determined that Developer is required to pay prevailing wages for the work performed under this Agreement, Developer shall pay all penalties and wages as required by law. Developer is responsible for determining whether the payment of prevailing wage is required pursuant to Labor Code section 1720 et seq.

10. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG0001 covering Commercial General Liability on an “occurrence” basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers’ Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including City Council/RSA Agenda 96 Tuesday, October 11, 2022
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operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers’ Compensation: Workers’ compensation limits as required by the Labor Code of the State of California.
c. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or
operations. General liability coverage can be provided in the form of an endorsement to Developer’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner’s policy.
b) For any claims related to this project, Developer’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or selfinsurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer’s insurance and shall not contribute with it.
2) Workers’ Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.

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a) Insurance is to be placed with insurers with a current A.M. Best rating of “A:VII” or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City’s forms, provided those endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.
c) Developer and/or Developer’s general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer. e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense.

11. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

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If to Developer: Turk Island Ventures, LLC (a CA Limited Liability Company) 7041 Koll Center Drive
Pleasanton, CA 94566
Attention: Mr. Ngai Ming Wang
E-Mail: [email protected]
With CC to: Mr. Jeffrey B. Lawrence
Email: [email protected]
If to City: Ms. Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, CA 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

12. Recordation; Binding effect. City agrees to allow Developer to record the final map.

City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.

13. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the waiving Party.Litigation Expenses and Attorneys’ Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
b. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
c. Governing Law; Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a City Council/RSA Agenda 99 Tuesday, October 11, 2022
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court of competent jurisdiction in the County of Alameda, California. The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement.
d. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated: CITY OF UNION CITY
By:

Joan Malloy, City Manager
Attest
Anna Brown
City Clerk
Dated:

Turk Island Ventures, LLC
By: ____________________________
Name: Ngai Ming Wang
Title: Manager
Approved as to Form:
_____________________________
Kristopher J. Kokotaylo
City Attorney
2654827.

City Council/RSA Agenda 101 Tuesday, October 11, 2022
City Council/RSA Agenda 102 Tuesday, October 11, 2022
Agenda Item
DATE:

TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: MARIO J. VALLEJO, INFORATION TECHNOLOGY DIRECTOR
SUBJECT: ADOPT A RESOLUTION APPROVING A SOFTWARE AS A SERVICE (SaaS) AGREEMENT WITH TYLER TECHNOLOGIES, INC. TO BE THE NEW

ENTERPRISE HUMAN RESOURCES AND PAYROLL MANAGEMENT

SYSTEMS, FOR A TOTAL ONE-TIME IMPLEMENTATION COST OF
$236,860.00, AND A RECURRING ANNUAL SERVICE COST OF $61,799.00,

AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE

PURCHASE AGREEMENT
Staff recommends that the City Counciladopt a Resolution to replace the current legacy Tyler Eden software with the cloud-hosted Tyler Munis as its new Enterprise Human Resources and Payroll Management Systems, for a total one-time implementation cost of $236,860.00, and a recurring annual service cost of $61,799.00, and authorizing the City Manager to execute the purchase agreement.

STRATEGIC PLAN ALIGNMENT
This upgrade supports Goal D.: Create a healthy, sustainable community and maintain and improve the City infrastructure.

Strategy 3: Establish an IT committee to prioritize technology investments and implement the citywide information technology plan.

BACKGROUND
The Finance, Human Resources, and Economic Development departments use Tyler Eden as their Enterprise Resource Planning (ERP) system. The City procured the Tyler Eden software on June 11, 2008. After 14 years, Tyler Technologies, Inc. has ceased to add new features and only provide security updates to the software. An end of support date has not been provided by the vendor, but staff has been informed that Tyler Technologies does plan to stop support in the next couple of years. The Eden software is hosted by the City on City-owned servers housed in the City Hall building.

City Council/RSA Agenda 103 Tuesday, October 11, 2022
The Human Resources (HR) and Payroll software are modules within the Tyler Eden ERP software stack.

Current HR and Payroll processes are time consuming, paper intensive and involve manualand often duplicate entries of information, necessitate careful monitoring and auditing. Tyler Eden reports are cumbersome to run and not easily manipulated. Supervisors are unable to view critical employee information needed for operations. Lastly, employees are unable to view and update their information.

DISCUSSION
Tyler Technologies is a leader in the municipal government Enterprise Resource Planning (ERP) space, with over 10,000 customers nationwide. Their Munis ERP is deployed by over 1,950 agencies, including over 130 California agencies. The Munis ERP is designed specifically for governments and integrates finance, purchasing, asset management, payroll, human resources, community development, project management, permitting, and land use management solutions. Tyler Munis is a modern cloud-based ERP that will provide gains in efficiency, allow for online and paperless processes, provide accurate and real time reporting, and integrate business functions for the Human Resources Department and Payroll.

As Eden and Munis are both Tyler products, moving from one Tyler platform to another will streamline certain elements of the implementation including data migration between the two systems. Additionally, this mitigates some concerns about overlapping timelines between two ERP systems.

During the implementation, Tyler will only charge service fees for the new Human Resources and Payroll Munis system; and the City will maintain access to the old system for the duration of the agreement with Tyler.

The new software willconsolidate various HR and Payroll systems and eliminate numerous manual processes including, but not limited to, CalOpps applicant tracking, hard copy benefits enrollment and personnel transaction forms. Tyler Munis willallow supervisors and employees access to view and enter transactions directly into the system. The new system will greatly improve process flow and increase the efficiency of Human Resources and Payroll functions. Additionally, Tyler Munis has the capability to communicate and integrate with other systems resulting in decreased error rate and duplicate entries.

The implementation of the Human Resources and Payroll Munis systems will be an extensive project spanning nine to twelve months. The Software as a Service (SaaS) Agreement with Tyler (Exhibit 1) outlines the three (3) year term with language to renew automatically for an additional one (1) year term unless terminated by either party at least sixty (60) days prior to the end of the then-current renewal term.

The Sourcewell Contract (#090320-TTI) was used to obtain reduced contracted pricing. Staff and the City Attorney have examined the cooperative purchasing agreement and are satisfied that it meets the requirements of Government Code sections 6500, 6502 et. al., and that allcompetitive bidding requirements have been met.

FISCAL IMPACT
Adoption of the resolution willauthorize the not-to-exceed one-time implementation cost of $236,860.00 and the first year of the annual Software as a Service (SaaS) fee of $61,799.00. The cost will be paid via the IT Account No. 1110-1701-17001-54111.

As there are sufficient funds budgeted to cover the initial one-time payment and service fees, there will be no fiscal impact to the FY 2022-2023 Adopted Budget. The future recurring SaaS fees will be appropriated as part of the biennial budget process.

City Council/RSA Agenda 104 Tuesday, October 11, 2022

RECOMMENDATION
Staff recommends that the City Counciladopt a Resolution approving a Software as a Service (SaaS) Agreement with Tyler Technologies, Inc. to be the new Enterprise Human Resources and Payroll Management Systems, for a total one-time implementation cost of $236,860.00, and a recurring annual service cost of $61,799.00, and authorizing the City Manager to execute the purchase agreement.

Prepared by:

Mario J. Vallejo, Information Technology Director; Jackie Acosta, Finance Director; Lilybell Nakamura, Human Resources Director
Submitted by:

Mario J. Vallejo, Information Technology Director
ATTACHMENTS:

Description Type
Union City and Tyler Technologies, IncAgreement & Quote Exhibit

RESOLUTIONTOAPPROVEA SOFTWAREASA SERVICE

AGREEMENT WITHTYLERTECHNOLOGIES, INC
Resolution
City Council/RSA Agenda 105 Tuesday, October 11, 2022
1 LICENSE AND SERVICES AGREEMENT
This License and Services Agreement is made between Tyler Technologies, Inc. and Client.

WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the Investment Summary and Tyler desires to perform such actions 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 License and Services Agreement.  “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
 “Client” means the City of Union City, California.
 “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
 “Defined Named Users” means the maximum number of named users that are authorized to use the EnerGov labeled modules identified in the Investment Summary, if any.  “Developer” means a third party who owns the intellectual property rights to Third Party Software.
 “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation.  “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
 “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.  “Investment Summary” means the agreed upon cost proposal for the software, 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.
 “Maintenance and Support Agreement” means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C.  “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 City Council/RSA Agenda 106 Tuesday, October 11, 2022
2 thereto.
 “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 Services” means the third party services, if any, identified in the Investment Summary.
 “Third Party SaaS Services” means software as a service provided by a third party, 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 – SOFTWARE LICENSE

1. License Grant and Restrictions.

1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup, training, and testing purposes, so long as such copies are not used in production and the testing is for internal use only.

1.2 Without limiting the terms of Section 1.1, you understand and agree that the Tyler Software set forth in the Investment Summary as subscription or software as a service (“SaaS”) do not include perpetual rights. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your right to use the applicable Software will be suspended unless and until payment in full has been made. Tyler Software provided as SaaS is subject to the Tyler SaaS Services Terms and Service Level Agreement found here:
https://www.tylertech.com/terms/tyler-saas-services.

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

City Council/RSA Agenda 107 Tuesday, October 11, 2022
3 1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties other than those performing work for You. Any disclosure of the Tyler Software or Documentation to third parties performing work for you under section (d) shall adhere to the following: (i) any work performed by a third party must be for services required under the Agreement; (ii) any third party access and use must be in strict conformity of the Agreement; (iii) you are liable to Tyler for any breach of the Agreement by the third party; and (iv) prior to performing any work, you shall require the third party to execute a document binding that third party to the terms of the Agreement and Tyler shall have a right to a copy of that document.

1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement.

1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.

1.7 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. Should the compliance standards change, we will make commercially reasonable efforts to come into compliance within a commercially reasonable period of time.

1.8 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties.

We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.

2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.

3. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement.

SECTION C – PROFESSIONAL SERVICES

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

City Council/RSA Agenda 108 Tuesday, October 11, 2022
4 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary, except for those fees that are in dispute in accordance with Section F(2). Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. We will not charge you for any fees above those listed in the Investment Summary without your prior written consent.

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

5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.

6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and any Third Party Products.

7. 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).

City Council/RSA Agenda 109 Tuesday, October 11, 2022
5 8. 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.

SECTION D – MAINTENANCE AND SUPPORT
This Agreement includes the period of free maintenance and support services identified in the Invoicing and Payment Policy. If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement.

If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will:
(i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches;
(iii) be charged our then-current rates for support services, or such other rates that we may consider reasonably necessary to account for your lack of ongoing training on the Tyler Software;
(iv) be charged for a minimum of two (2) hours of support services for every support call; and
(v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum.

SECTION E – THIRD PARTY PRODUCTS
To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply:

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. Upon payment in full of the Third Party Software license fees, you will receive a non-transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms.

2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary.

2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee.

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6 2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.

3. Third Party Products Warranties.

3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.

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

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

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

5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer.

SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES

1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2).

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

You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within thirty (30) days of notice of our intent to do so.

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7 SECTION G – TERMINATION

1. 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 F(2).

1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section I(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 I(3).

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

1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, 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 license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.

SECTION H – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE

1. Intellectual Property Infringement Indemnification.

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

1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim.

1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may elect to, 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.

Alternatively, we may decide to litigate the claim to judgment, in which case you may continue City Council/RSA Agenda 112 Tuesday, October 11, 2022
8 to use the Tyler Software consistent with the terms of this Agreement.

1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-line basis measured over seven (7) years from the Effective Date. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

2. General Indemnification.

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

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

We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.

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

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

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

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

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

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

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

YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN EXHIBIT F SECTION C(1), ONE AND A HALF (1.5) TIMES THE TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, ONE AND A HALF (1.5) TIMES THE THENCURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM.POSSIBLE MAXIMUM . 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 City Council/RSA Agenda 113 Tuesday, October 11, 2022
9 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 H(1) AND H(2).

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

IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR

CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.

SECTION I – 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 twenty-four (24) months from the Effective Date, and thereafter at our then-current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twenty-four (24) 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 twenty-four (24) months from the Effective Date.

3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will 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 may participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.

4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a City Council/RSA Agenda 114 Tuesday, October 11, 2022
10 copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.

5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.

6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.

Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.

7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.

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

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

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

11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.

12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.

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11 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.

14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.

15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.

16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.

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

Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. 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 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. Business License. In the event a local business license is required, we shall obtain a business license from the City of Union City.

19. Governing Law. 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.

City Council/RSA Agenda 116 Tuesday, October 11, 2022
12 20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.

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

21. 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.

22. License Rights Terminate Upon Migration. When Tyler makes Tyler Software discounted 100% in the Investment Summary (the “Evergreen Modules”) licensed pursuant to this Agreement available to the Client for use in live production, the license to the Tyler software listed in Exhibit A, Schedule 1 (hereafter, “Migration Modules”) terminates, as do Tyler’s maintenance, support, and/or update obligations for such software.

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. Hosting Services. We will host the Tyler Software in accordance with the terms and conditions set forth in the Hosting Services Exhibit, attached hereto as Exhibit F, and the Service Level Agreement, attached hereto as Schedule 1 to Exhibit F.

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

Exhibit A Investment Summary
Schedule 1: Migration Modules
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms
Exhibit E Statement of Work
Exhibit F Hosting Services
Schedule 1: Service Level Agreement

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13 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 Union City, California By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Union City
One Tyler Drive 34009 Alvarado Niles Road
Yarmouth, ME 04096 Union City, CA 94587-4497
Attention: Chief Legal Officer Attention:

City Council/RSA Agenda 118 Tuesday, October 11, 2022
Exhibit A
1 Exhibit A
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
City Council/RSA Agenda 119 Tuesday, October 11, 2022
2021-280518-Y0C0X7 CONFIDENTIAL Page 1
Quoted By: Jason Cloutier
Quote Expiration: 12/01/22
Quote Name: City of Union City-ERP-Munis HR
Payroll
Quote Description: Munis HR Payroll Implementation
(10.6.22)
Sales Quotation For:

City of Union City
34009 Alvarado Niles Rd
Union City CA 94587-4497
Phone: +1 (510) 471-3232
Tyler License Fees and Related Services
Description Qty License Hours Module Total
Year One
Maintenance
Human Resources Management
Human Resources & Talent Management 1 $ 14,400.00 152 $ 0.00 $ 0.00 Payroll w/ESS 1 $ 17,300.00 212 $ 0.00 $ 0.00
Recruiting 1 $ 2,750.00 24 $ 2,750.00 $ 0.00
Time & Attendance - Up to 350 Employees 1 $ 20,713.00 128 $ 20,713.00 $ 0.00 Time & Attendance Mobile Access 1 $ 5,075.00 0 $ 5,075.00 $ 0.00 Financial Management
General Ledger (Limited Use) 1 $ 19,867.00 100 $ 0.00 $ 0.00 Content Management
Content Manager Core 1 $ 29,322.00 52 $ 29,322.00 $ 0.00 Sub-Total $ 109,427.00 $ 57,860.00 $ 0.00
Less Discount $ 51,567.00 $ 0.00
TOTAL $ 57,860.00 668 $ 57,860.00 $ 0.00
Tyler SaaS and Related Services
Exhibit A
City Council/RSA Agenda 120 Tuesday, October 11, 2022
2021-280518-Y0C0X7 CONFIDENTIAL Page 2
Description Qty Imp. Hours Annual Fee
Financial Management
General Ledger (Limited Use) 1 0 $ 7,156.00
Human Resources Management
Human Resources & Talent Management 1 0 $ 4,360.00
Payroll w/ESS 1 0 $ 5,372.00
Recruiting 1 0 $ 994.00
Time & Attendance - Up to 350 Employees 1 0 $ 7,714.00
Time & Attendance Mobile Access 1 0 $ 1,030.00
Content Management
Content Manager Core 1 0 $ 10,556.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights 1 88 $ 18,617.00 Additional
Enterprise Forms Processing Software (including Common Form Set) 1 0 $ 6,000.00 TOTAL 88 $ 61,799.00
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
Enterprise Forms Processing Configuration 1 $ 2,000.00 $ 0.00 $ 2,000.00 $ 0.00 Executive Insights Implementation 1 $ 8,400.00 $ 0.00 $ 8,400.00 $ 0.00 Project Management 88 $ 185.00 $ 0.00 $ 16,280.00 $ 0.00 Conversions – See Detailed Breakdown Below $ 9,400.00 $ 0.00 Onsite Implementation 204 $ 200.00 $0.00 $ 40,800.00 $ 0.00 Remote Implementation 552 $ 185.00 $0.00 $ 102,120.00 $ 0.00 TOTAL $ 179,000.00 $ 0.00
Exhibit A
City Council/RSA Agenda 121 Tuesday, October 11, 2022
2021-280518-Y0C0X7 CONFIDENTIAL Page 3
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 57,860.00 $ 0.00
Total SaaS $ 0.00 $ 61,799.00
Total Tyler Services $ 179,000.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 236,860.00 $ 61,799.00
Contract Total $ 298,659.00
Estimated Travel Expenses excl in Contract
Total $ 10,960.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.

Customer Approval: Date:

Print Name: P.O.#:

All Primary values quoted in US Dollars
Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Payroll
HR Human Resources - Certifications 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - Education 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - PM Action History up to 5 years 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - Position Control 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - Recruiting 1 $ 1,400.00 $ 700.00 $ 700.00 Exhibit A
City Council/RSA Agenda 122 Tuesday, October 11, 2022
2021-280518-Y0C0X7 CONFIDENTIAL Page 4
PR Payroll - Accrual Balances 1 $ 1,500.00 $ 750.00 $ 750.00 PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 700.00 $ 700.00 PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 600.00 $ 600.00 PR Payroll - Deductions 1 $ 1,800.00 $ 900.00 $ 900.00
PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 1,250.00 $ 1,250.00 PR Payroll - Standard 1 $ 2,000.00 $ 1,000.00 $ 1,000.00 PR Payroll - State Retirement Tables 1 $ 1,400.00 $ 700.00 $ 700.00 TOTAL $ 9,400.00
Tyler License Fee Discount Detail (Excludes Optional Products) Description License
Liense
Discount License Net
Maintenance
Basis
Year One Maint
Discount
Year One
Maint Net
Financial Management
General Ledger (Limited Use) $ 19,867.00 $ 19,867.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Human Resources Management
Human Resources & Talent
Management $ 14,400.00 $ 14,400.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Payroll w/ESS $ 17,300.00 $ 17,300.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Recruiting $ 2,750.00 $ 0.00 $ 2,750.00 $ 0.00 $ 0.00 $ 0.00 Time & Attendance - Up to 350
Employees $ 20,713.00 $ 0.00 $ 20,713.00 $ 0.00 $ 0.00 $ 0.00 Time & Attendance Mobile Access $ 5,075.00 $ 0.00 $ 5,075.00 $ 0.00 $ 0.00 $ 0.00 Content Management
Content Manager Core $ 29,322.00 $ 0.00 $ 29,322.00 $ 0.00 $ 0.00 $ 0.00 Exhibit A
City Council/RSA Agenda 123 Tuesday, October 11, 2022
2021-280518-Y0C0X7 CONFIDENTIAL Page 5
TOTAL $ 109,427.00 $ 51,567.00 $ 57,860.00 $ 0.00 $ 0.00 $ 0.00 Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.

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

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

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

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

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

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

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

As a new Tyler client, you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact [email protected] to initiate the trial.

Tyler currently supports the following identity providers (IdP's) for use with Tyler back-office solutions: Microsoft Active Directory through Azure AD, ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation RapidIdentity. Any requirement by you to use an IdP not supported by Tyler will require additional costs, available upon request.

Exhibit A
City Council/RSA Agenda 124 Tuesday, October 11, 2022
2021-280518-Y0C0X7 CONFIDENTIAL Page 6
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.

Tyler Software Product General Ledger (Limited Use) is licensed only for use with the other Tyler Software Products licensed to the client. A Client may use General Ledger (Limited Use) independent of the other Tyler Software Products licensed to the client by remitting to Tyler the then-current license and annual maintenance fees.

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

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

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

In the event Client acquires from Tyler any edition of 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 Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition.

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

Exhibit A
City Council/RSA Agenda 125 Tuesday, October 11, 2022
Exhibit A
Schedule 1
1 Exhibit A
Schedule 1
Migration Modules
Human Resources Web
Advanced Budgeting
Human Resources
Payroll
Position Budgeting
City Council/RSA Agenda 126 Tuesday, October 11, 2022
Exhibit B
1 Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

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

1. Tyler Software.

1.1 License Fees: License fees are invoiced 100% on the date when we provide you with access to the applicable Tyler Software (the “Software Access Date”).

1.2 SaaS & Subscription Fees: SaaS (including hosting) fees and subscription fees are invoiced on an annual basis, beginning on the first day of the month immediately following the Effective Date. Your annual SaaS fees and subscription fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees and subscription fees will be at our then-current rates.

2. Other Tyler Software and Services.

2.1 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced at the rates set forth in the Investment Summary. You shall receive invoices monthly for the work performed in the previous month. Invoices shall show a detailed listing of work performed. The city shall pay within 30 days of receipt of invoices that are not otherwise in dispute in accordance with Section F(2) of this Agreement.

2.2 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 delivery of the Best Practice Recommendations, by module, and 50% upon delivery 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.

2.3 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.

2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler City Council/RSA Agenda 127 Tuesday, October 11, 2022
Exhibit B
2 Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in the Maintenance and Support Agreement.

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

3. Third Party Products.

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

3.2 Third Party Software Maintenance: The first year maintenance fees for the Third Party Software, if any, is invoiced when we make that Third Party Software 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 (order, 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, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at 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.

6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a credit for the maintenance and support fees prepaid for the Migration Modules for the time period commencing on the SaaS term commencement as indicated in Exhibit F, Section C(1).

Migration Modules are listed at Exhibit A, Schedule 1.

Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We City Council/RSA Agenda 128 Tuesday, October 11, 2022
Exhibit B
3 prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].

City Council/RSA Agenda 129 Tuesday, October 11, 2022
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.

City Council/RSA Agenda 130 Tuesday, October 11, 2022
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.

City Council/RSA Agenda 131 Tuesday, October 11, 2022
Exhibit B
Schedule 1
3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.

4. Meals and Incidental Expenses

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

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

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

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

Departure Day

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

Return Day

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

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

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

Breakfast 15%
Lunch 25%
Dinner 60%

B. Same Day Travel

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

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

City Council/RSA Agenda 132 Tuesday, October 11, 2022
Exhibit B
Schedule 1
4 5. Internet Access – Hotels and Airports

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

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

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

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

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

City Council/RSA Agenda 133 Tuesday, October 11, 2022
Exhibit C
1 Exhibit C
Maintenance and Support Agreement
We will provide you with the following maintenance and support services for the Tyler Software.

Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

1. Term. We provide maintenance and support services during the SaaS Term as indicated at Exhibit F, Section C(1).

2. Maintenance and Support Fees. Your year 1 maintenance and support fees are included in your SaaS Fees.

3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your SaaS Fees, we will, consistent with our then-current Support Call Process:

3.1 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); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void;

3.2 provide support during our established support hours; 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;

3.3 provide you with a copy of 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

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

4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and 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 City Council/RSA Agenda 134 Tuesday, October 11, 2022
Exhibit C
2 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 a VPN for backup connectivity purposes.

5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement.

In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software:
(a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non-Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third-Party Software, if any); and
(c) You will perform daily database backups and verify that those backups are successful.

6. Other Excluded Services. SaaS Fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support 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.

7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C as Schedule 1.

8. Support of Migration Modules. With Client’s timely payment of annual SaaS Fees for Tyler Evergreen Modules, Client is entitled to receive, at no additional charge, maintenance and support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use in live production.

City Council/RSA Agenda 135 Tuesday, October 11, 2022
Exhibit C
Schedule 1
1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.

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

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

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

New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting City Council/RSA Agenda 136 Tuesday, October 11, 2022
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.

City Council/RSA Agenda 137 Tuesday, October 11, 2022
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.

City Council/RSA Agenda 138 Tuesday, October 11, 2022
Exhibit D
1 Exhibit D
Third Party Terms
City Council/RSA Agenda 139 Tuesday, October 11, 2022
Exhibit D
Schedule 1
1 Exhibit D
Schedule 1
Hyperlinked 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.

City Council/RSA Agenda 140 Tuesday, October 11, 2022
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DocOrigin End Terms

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Statement of Work
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City Council/RSA Agenda 147 Tuesday, October 11, 2022

Union City, CA
SOW from Tyler Technologies, Inc.
8/23/2022
Presented to:

34009 Alvarado Niles Rd
Union City, CA 94587-3232
Contact:

Richard Boven
Email: [email protected]
One Tyler Drive, Yarmouth, ME 04096
Exhibit E
City Council/RSA Agenda 148 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | i
Table of Contents
PART 1: EXECUTIVE SUMMARY ............................................................................................................... 1 Project Overview ............................................................................................................................. 1 Introduction ........................................................................................................................................ 1 Project Goals ....................................................................................................................................... 1 Methodology ....................................................................................................................................... 1 PART 2: PROJECT FOUNDATION ............................................................................................................. 3 Project Governance ......................................................................................................................... 3 Project Scope Control ...................................................................................................................... 4 Managing Scope and Project Change ................................................................................................. 4 Change Control ................................................................................................................................... 4 Change Request Management ............................................................................................................ 4 Acceptance Process ......................................................................................................................... 6 Roles and Responsibilities ................................................................................................................ 6 Tyler Roles & Responsibilities ............................................................................................................. 6 Tyler Executive Manager ............................................................................................................. 7 Tyler Implementation Manager .................................................................................................. 7 Tyler Project Manager ................................................................................................................. 7 Tyler Implementation Consultant ............................................................................................... 8 Tyler Sales ................................................................................................................................... 8 Tyler Technical Services .............................................................................................................. 8 City Roles & Responsibilities ............................................................................................................... 9 City Executive Sponsor ................................................................................................................ 9 City Steering Committee ............................................................................................................. 9 City Project Manager .................................................................................................................. 9 City Functional Leads ................................................................................................................ 11 City Power Users ....................................................................................................................... 11 City End Users ........................................................................................................................... 12 City Technical Lead .................................................................................................................... 12 City Change Management Lead ................................................................................................ 12 PART 3: PROJECT PLAN ........................................................................................................................... 13 Project Stages ................................................................................................................................. 13 Initiate and Plan ................................................................................................................................ 14 Initial Coordination ................................................................................................................... 14 Project/Phase Planning ............................................................................................................. 15 Infrastructure Planning ............................................................................................................. 16 Exhibit E
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Stakeholder Meeting ................................................................................................................. 17 Intentionally left blank. ............................................................................................................. 18 Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 18 Assess & Define ................................................................................................................................. 18 Solution Orientation.................................................................................................................. 18 Current & Future State Analysis ................................................................................................ 19 Conversion Assessment ............................................................................................................ 20 Intentionally left blank. ............................................................................................................. 21 Intentionally left blank. ............................................................................................................. 21 Control Point 2: Assess & Define Stage Acceptance ................................................................. 21 Prepare Solution ............................................................................................................................... 22 Initial System Deployment ........................................................................................................ 22 Configuration ............................................................................................................................ 23 Process Refinement .................................................................................................................. 24 Conversion Delivery .................................................................................................................. 26 Intentionally left blank. ............................................................................................................. 27 Intentionally left blank. ............................................................................................................. 27 Control Point 3: Prepare Solution Stage Acceptance ................................................................ 27 Production Readiness ....................................................................................................................... 28 Solution Validation .................................................................................................................... 28 Go-Live Readiness ..................................................................................................................... 29 End User Training ...................................................................................................................... 30 Control Point 4: Production Readiness Stage Acceptance ........................................................ 31 Production ......................................................................................................................................... 31 Go-Live ...................................................................................................................................... 31 Transition to Client Services ...................................................................................................... 33 Post Go-Live Activities ............................................................................................................... 34 Control Point 5: Production Stage Acceptance ......................................................................... 34 Close .................................................................................................................................................. 35 Phase Closeout .......................................................................................................................... 35 Project Closeout ........................................................................................................................ 36 Control Point 6: Close Stage Acceptance .................................................................................. 37 General Assumptions ...................................................................................................................... 37 Project ............................................................................................................................................... 37 Organizational Change Management ............................................................................................... 38 Resources and Scheduling ................................................................................................................ 38 Data ................................................................................................................................................... 38 Facilities............................................................................................................................................. 39 Glossary ......................................................................................................................................... 40 PART 4: APPENDICES ............................................................................................................................... 43 Conversion ..................................................................................................................................... 43 Enterprise ERP Conversion Summary ............................................................................................... 43 Exhibit E
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Payroll ....................................................................................................................................... 43 Payroll – Certifications .............................................................................................................. 43 Payroll – Education ................................................................................................................... 43 Payroll – PM Action History ...................................................................................................... 43 Payroll – Position Control .......................................................................................................... 43 Payroll – Recruiting ................................................................................................................... 43 Payroll – Accrual Balances......................................................................................................... 43 Payroll – Accumulators ............................................................................................................. 43 Payroll – Check History ............................................................................................................. 44 Payroll – Earning/Deduction Hist. ............................................................................................. 44 Payroll - Deductions .................................................................................................................. 44 Payroll – State Retirement Tables ............................................................................................. 44 Additional Appendices ................................................................................................................ 45 Intentionally left blank. ..................................................................................................................... 45 Project Timeline .......................................................................................................................... 46 ERP Project Timeline ......................................................................................................................... 46 Intentionally left blank. ..................................................................................................................... 46

Exhibit E
City Council/RSA Agenda 151 Tuesday, October 11, 2022

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

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

The overall goals of the project are to:
 Successfully implement the contracted scope on time and on budget  Increase operational efficiencies and empower users to be more productive  Improve accessibility and responsiveness to external and internal customer needs  Overcome current challenges and meet future goals
Methodology
This is accomplished by the City and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.

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

Exhibit E
City Council/RSA Agenda 152 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 2
The methodology adapts to both single-phase and multiple-phase projects.

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

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

Exhibit E
City Council/RSA Agenda 153 Tuesday, October 11, 2022

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

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

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

Exhibit E
City Council/RSA Agenda 154 Tuesday, October 11, 2022

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

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

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

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

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

Exhibit E
City Council/RSA Agenda 155 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 5
 The nature of the change.
 A good faith estimate of the additional cost or associated savings to the City, if any.  The timetable for implementing the change.
 The effect on and/or risk to the schedule, resource needs or resource responsibilities.

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

Exhibit E
City Council/RSA Agenda 156 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 6
Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each City office or department designates specific individuals for making decisions on behalf of their offices or departments.

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

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

The following process will be used for accepting Deliverables and Control Points:
 The City shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the City does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
 If the City does not agree the Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.  Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City does not provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.

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

Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.

Exhibit E
City Council/RSA Agenda 157 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 7
Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions.  Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City ’s overall organizational strategy.
 Authorizes required Project resources.
 Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.
 Acts as the counterpart to the City ’s executive sponsor.

Tyler Implementation Manager
 Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with City management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level.  Assigns Tyler Project personnel.
 Provides support for the Project team.
 Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources.
 Monitors Project progress including progress towards agreed upon goals and objectives.

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

Contract Management
 Validates contract compliance throughout the Project.  Ensures Deliverables meet contract requirements.
 Acts as primary point of contact for all contract and invoicing questions.  Prepares and presents contract milestone sign-offs for acceptance by the City project manager(s).  Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.

Planning
 Delivers project planning documents.
 Defines Project tasks and resource requirements.
 Develops initial Project schedule and Project Management Plan.  Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve ontime implementation.

Exhibit E
City Council/RSA Agenda 158 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 8
Implementation Management
 Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently.  Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget.
 Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the City any items that may impact the outcomes of the Project.
 Collaborates with the City ’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project.
 Collaborates with the City ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and health of the Project.

Resource Management
 Acts as liaison between Project team and Tyler manager(s).  Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing.  Provides direction and support to Project team.
 Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go-Live Checklist.
 Assesses team performance and adjusts as necessary.
 Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.

Tyler Implementation Consultant
 Completes tasks as assigned by the Tyler project manager(s).  Documents activities for services performed by Tyler.  Guides the City through software validation process following configuration.  Assists during Go-Live process and provides support until the City transitions to Client Services.  Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time.  May provide conversion review and error resolution assistance.

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

Tyler Technical Services
 Maintains Tyler infrastructure requirements and design document(s).  Involved in system infrastructure planning/review(s).  Provides first installation of licensed software with initial database on servers.  Supports and assists the project team with technical/environmental issues/needs.  Deploys Tyler products.

Exhibit E
City Council/RSA Agenda 159 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 9
City Roles & Responsibilities
City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.

City Executive Sponsor
The City executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the City steering committee, project manager(s), and functional leads to make critical business decisions for the City.  Champions the project at the executive level to secure buy-in.  Authorizes required project resources.
 Actively participates in organizational change communications.

City Steering Committee
The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees the City project manager and Project through participation in regular internal meetings. The City steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also serves as primary level of issue resolution for the Project.  Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process.
 Attends all scheduled steering committee meetings.
 Provides support for the project team.
 Assists with communicating key project messages throughout the organization.  Prioritizes the project within the organization.
 Ensures the project staffed appropriately and that staff have necessary resources.  Monitors project progress including progress towards agreed upon goals and objectives.  Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o City Policies
o Needs of other client projects
City Project Manager
The City shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The City Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a Exhibit E
City Council/RSA Agenda 160 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 10
timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City steering committee and determining appropriate escalation points.

Contract Management
 Validates contract compliance throughout the project.  Ensures that invoicing and Deliverables meet contract requirements.  Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance.

Planning
 Reviews and accepts project planning documents.
 Defines project tasks and resource requirements for the City project team.  Collaborates in the development and approval of the project schedule.  Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time implementation.

Implementation Management
 Tightly manages project budget and scope.
 Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently.
 Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget.  Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project.  Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project.  Routinely communicates with both the City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members.  Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler.

Resource Management
 Acts as liaison between project team and stakeholders.  Identifies and coordinates all City resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
 Provides direction and support to project team.
 Builds partnerships among the various stakeholders, negotiating authority to move the project forward.
 Manages the appropriate assignment and timely completion of tasks as defined.  Assesses team performance and takes corrective action, if needed.  Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution.  Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project tasks.

Exhibit E
City Council/RSA Agenda 161 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 11
 Ensures that users have appropriate access to Tyler project toolsets as required.  Conducts training on proper use of toolsets.
 Validates completion of required assignments using toolsets.

City Functional Leads
 Makes business process change decisions under time sensitive conditions.  Communicates existing business processes and procedures to Tyler consultants.  Assists in identifying business process changes that may require escalation.  Contributes business process expertise for Current & Future State Analysis.  Identifies and includes additional subject matter experts to participate in Current & Future State Analysis.
 Validates that necessary skills have been retained by end users.  Provides End Users with dedicated time to complete required homework tasks.  Acts as an ambassador/champion of change for the new process and provide business process change support.
 Identifies and communicates any additional training needs or scheduling conflicts to the City project manager.
 Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance
o Decentralized end user training
o Process testing
o Solution Validation
City Power Users
 Participate in project activities as required by the project team and project manager(s).  Provide subject matter expertise on the City business processes and requirements.  Act as subject matter experts and attend Current & Future State Analysis sessions as needed.  Attend all scheduled training sessions.
 Participate in all required post-training processes as needed throughout project.  Test all application configuration to ensure it satisfies business process requirements.  Become application experts.
 Participate in Solution Validation.
 Adopt and support changed procedures.
 Complete all deliverables by the due dates defined in the project schedule.  Demonstrate competency with Tyler products processing prior to Go-live.  Provide knowledge transfer to the City staff during and after implementation.

Exhibit E
City Council/RSA Agenda 162 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 12
 Participate in conversion review and validation.

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

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

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

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

Exhibit E
City Council/RSA Agenda 163 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 13
Part 3: Project Plan
Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called “Stages” and the second level components are called “Work Packages”. The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a “Control Point”, confirming the work performed during that stage of the Project has been accepted by the City. *Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “Intentionally Left Blank” in Section 6 of the Statement of Work.

Exhibit E
City Council/RSA Agenda 164 Tuesday, October 11, 2022

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Tyler Technologies, Inc. Page | 14
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed.

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

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

STAGE 1 Initial Coordination
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Tyler project team is assigned A R C I I I I I I
Cityproject team is assigned A I R I I I
Provide initial project
documents to the City A R C C I I
Gather preliminary information
requested I A R C C C C
Sales to implementation
knowledge transfer A R I I I I I
Create Project Portal to store
project artifacts and facilitate
communication
A R I
Exhibit E
City Council/RSA Agenda 165 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 15
Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed initial project documents Project portal
Work package assumptions:
 Project activities begin after the agreement has been fully executed.

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

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

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

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

STAGE 1 Project/Phase Planning
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule and
conduct planning
session(s)

A R I C C I
Exhibit E
City Council/RSA Agenda 166 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 16
Develop Project
Management Plan A R I C C I
Develop initial
project schedule A R I I I I I I C C I I C I
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule City provides acceptance of schedule based on resource availability, project budget, and
goals.

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

Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will install Licensed Software on application server(s) or train the City to install License Software. The City is responsible for the installation and setup of all peripheral devices.

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

STAGE 1 Infrastructure Planning
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide Infrastructure
Requirements and Design
Document

A R C C I I
Initial Infrastructure
Meeting A R C C C C
Exhibit E
City Council/RSA Agenda 167 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 17
*Schedule SaaS
Environment Availability A R C I
*Schedule Hardware to
be Available for
Installation

I I A R C
Schedule Installation of
All Licensed Software A R C I I
Infrastructure Audit A R C I C
Inputs 1. Initial Infrastructure Requirements and Design Document Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables

1. Completed Infrastructure Requirements
and Design Document
Delivery of Document

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

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

STAGE 1 Stakeholder Meeting
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Create Stakeholder
Meeting Presentation I A R I I I I C I
Review Stakeholder
Meeting Presentation I C A R C
Perform Stakeholder
Meeting Presentation I A R I I I I C I I I I I I
Exhibit E
City Council/RSA Agenda 168 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 18
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
 None
Intentionally left blank.

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

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

Initiate & Plan Stage Deliverables:
 Project Management Plan
 Initial Project Schedule
Initiate & Plan stage acceptance criteria:
 All stage deliverables accepted based on acceptance criteria previously defined  Project governance defined
 Project portal made available to the City
 Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current City business processes. This information will be used to identify and define business processes utilized with Tyler software.

The City collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes.

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

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

Exhibit E
City Council/RSA Agenda 169 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 19
Objectives:
 Provide a basic understanding of system functionality.  Prepare the City for current and future state analysis.

STAGE 2 Solution Orientation
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide pre-requisites A R I I I I I
Complete pre-requisites A R C C
Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
Current & Future State Analysis
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system.

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

The City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City’s responsibility to verify that in-scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract.

The following guidelines will be followed when evaluating if a modification to the product is required:
 A reasonable business process change is available.
 Functionality exists which satisfies the requirement.  Configuration of the application satisfies the requirement.  An in-scope modification satisfies the requirement.

Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability.

STAGE 2 Current & Future State Analysis
Exhibit E
City Council/RSA Agenda 170 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 20
Tyler City
RACI MATRIX KEY:

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

A R C C C I I I I I
Inputs Citycurrent state documentation
Solution Orientation completion
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Documentation that describes future-state
decisions and configuration options to support
future-state decisions.

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

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

Objectives:
 Communicate a common understanding of the project goals with respect to data.  Ensure complete and accurate source data is available for review/transfer.  If source data is a Tyler legacy system, Tyler will perform the data mappings. If source data is from a third party, client is responsible for mapping the data from the source to the Tyler system.

Exhibit E
City Council/RSA Agenda 171 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 21
 Document the data conversion/loading approach.

STAGE 2 Data Conversion Assessment
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs City Source data
City Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated City Acceptance of Data Conversion Plan, if Applicable
Work package assumptions:
 If the source data is from a Tyler system Tyler's Conversion Engineers extract and map the data into the standard Munis conversion format. If the source data is from a third-party the client will provide Tyler with the data in a mutually agreed upon format.
 Tyler will work with the City representatives to identify business rules before writing the conversion.  City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.

Intentionally left blank.

Intentionally left blank.

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

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

Exhibit E
City Council/RSA Agenda 172 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 22
Assess & Define Stage Deliverables:
 Documentation of future state decisions and configuration options to support future state decisions.  Modification specification document.
 Assess & Define Stage Acceptance Criteria:
 All stage deliverables accepted based on criteria previously defined.  Solution Orientation is delivered.
 Conversion data extracts are received by Tyler.
 Data conversion plan built.

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

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

Objectives:
 All licensed software is installed and operational.
 The City can access the software.

STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Prepare hosted
environment A R I C
Install Licensed
Software with
Initial Database on
Server(s) for
Included
Environments

A R I C
Exhibit E
City Council/RSA Agenda 173 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 23
Install Licensed
Software on City
Devices (if
applicable)

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

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

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

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

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

STAGE 3 Configuration
Tyler City
Exhibit E
City Council/RSA Agenda 174 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 24
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct configuration
training A R I C C
Complete Tyler
configuration tasks
(where applicable)

A R I I I
Complete City
configuration tasks
(where applicable)

I C A R C
Standard interfaces
configuration and
training (if applicable)

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

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

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

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

Exhibit E
City Council/RSA Agenda 175 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 25
STAGE 3 Process Refinement
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration (City
Responsible)

I C A R C
Refine
configuration (Tyler
Responsible)

A R I I I
Validate interface
process and results I C C A R C C
Update Cityspecific process
documentation (if
applicable)

I C A R C
Updates to
Solution Validation
testing plan

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

Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed City-specific process
documentation (completed by City)
Work package assumptions:
 None
Exhibit E
City Council/RSA Agenda 176 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 26
Conversion Delivery
The purpose of this task is to transition the City’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A wellexecuted data conversion is key to a successful cutover to the new system(s).

With guidance from Tyler, the City will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail.

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

STAGE 3 Data Delivery & Conversion
Tyler City

RACI MATRIX
KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide data
crosswalks/code
mapping tool

A C R I I I
Exhibit E
City Council/RSA Agenda 177 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 27
Populate data
crosswalks/code
mapping tool

I C C A R C
Iterations:

Conversion
Development

A C R I I
Iterations:

Deliver
converted data

A R I I I
Iterations:

Proof/Review
data and
reconcile to
source system

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

Intentionally left blank.

Intentionally left blank.

Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.

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

Prepare Solution Stage Deliverables:
 Licensed software is installed.
 Installation checklist/system document.
 Conversion iterations and reviews complete.

Prepare Solution Stage Acceptance Criteria:

Exhibit E
City Council/RSA Agenda 178 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 28
 All stage deliverables accepted based on criteria previously defined.  Software is configured.
 Solution validation test plan has been reviewed and updated if needed.

Production Readiness
Activities in the Production Readiness stage will prepare the City team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness assessment will be conducted with the City to review the status of the project and the organizations readiness for go-live.

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

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

STAGE 4 Solution Validation
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update Solution
Validation plan A R C C C C
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Perform required followup on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.) Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Solution Validation Report City updates report with testing results Exhibit E
City Council/RSA Agenda 179 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 29
Work package assumptions:
 Designated testing environment has been established.
 Testing includes current phase activities or deliverables only.

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

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

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

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

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

A R C C
Inputs Future state decisions
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Exhibit E
City Council/RSA Agenda 180 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 30
Updated go-live checklist Updated Action plan and Checklist for go-live delivered to the City
Work package assumptions:
 None
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities.

Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. City users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the applicable rates for training.

Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop City specific business process documentation. City-led training labs using City specific business process documentation if created by the City can be added to the regular training curriculum, enhancing the training experiences of the end users.

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

STAGE 4 End User Training
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update training plan A R C C I C
End User training (Tylerled) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training (Cityled) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training City signoff that training was delivered Exhibit E
City Council/RSA Agenda 181 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 31
Work package assumptions:
 The City project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes.  Tyler will work with the City as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City departments.  The City will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).

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

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

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

Production
Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City will follow the comprehensive action plan laid out during GoLive Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live, Tyler will work with the City to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software.

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

The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the City manually enters any data added to the Legacy System after final data extract into the Tyler system.

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

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

Exhibit E
City Council/RSA Agenda 182 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 32
Objectives:
 Execute day to day processing in Tyler software.
 City data available in Production environment.

STAGE 5 Go-Live
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable

A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan

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

Exhibit E
City Council/RSA Agenda 183 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 33
 The Tyler Go-Live support team provides standard functionality responses, which may not be tailored to the local business processes.

Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the City onto the Tyler Client Services team, who provides the City with assistance following Go-Live, officially transitioning the City to operations and maintenance.

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

STAGE 5 Transition to Client Services
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Transfer City to Client
Services and review
issue reporting and
resolution processes

I I A I I R I I C C C
Review long term
maintenance and
continuous
improvement

A R C C C
Inputs Open item/issues List
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
 No material project issues remain without assignment and plan.

Exhibit E
City Council/RSA Agenda 184 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 34
Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.

Objectives:
 Schedule activities that are planned for after Go-Live.  Ensure issues have been resolved or are planned for resolution before phase or project close.

STAGE 5 Post Go-Live Activities
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule contracted
activities that are
planned for delivery
after go-live

A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out

A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
 System is being used in a live production state.

Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
 Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance.  Converted data is available in production environment.

Production Stage Acceptance Criteria:

Exhibit E
City Council/RSA Agenda 185 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 35
 All stage deliverables accepted based on criteria previously defined.  Go-Live activities defined in the Go-Live action plan completed.  Client services support document is provided.

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

Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the City for systems implemented in the Phase.

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

STAGE 6 Phase Close Out
Tyler City
RACI MATRIX KEY:

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

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

A R I I
Participants Tyler City
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Exhibit E
City Council/RSA Agenda 186 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 36
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
 Tyler deliverables for the phase have been completed.

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

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

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

STAGE 6 Project Close Out
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct post project
review A R C C C C C C C C C
Deliver post project
report to City and Tyler
leadership

I A R I I C
Release Tyler project
resources

A R I I
Inputs Contract
Statement of Work
Exhibit E
City Council/RSA Agenda 187 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 37
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report City acceptance; Completed report indicating all project Deliverables and milestones have
been completed
Work package assumptions:
 All project implementation activities have been completed and approved.  No critical project issues remain that have not been documented and assigned.  Final project budget has been reconciled and invoiced.  All Tyler deliverables have been completed.

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

Close Stage Deliverables:
 Post Project Report.

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

General Assumptions
Tyler and the City will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process.

Project
 Project activities will begin after the Agreement has been fully executed.  The City Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule.  Sessions will be scheduled and conducted at a mutually agreeable time.  Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process.  Tyler will provide a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.
 Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the City is responsible for making decisions based on the options available.

Exhibit E
City Council/RSA Agenda 188 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 38
 Implementation of new software may require changes to existing processes, both business and technical, requiring the City to make process changes.
 The City is responsible for defining, documenting, and implementing their policies that result from any business process changes.

Organizational Change Management
Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted City resources understand the value of the change, and why they are being asked to change.

Resources and Scheduling
 City resources will participate in scheduled activities as assigned in the Project Schedule.  The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
 Tyler and the City will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.
 Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.
 Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process.  The City will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge.
 The City makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions.  The City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
 The City will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members.
 For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee.

Data
 Data will be converted as provided and Tyler will not create data that does not exist.  The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
 Tyler will work closely with the City representatives to identify business rules before writing the conversion. The City must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion.  All in-scope source data is in data extract(s).
 Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.

Exhibit E
City Council/RSA Agenda 189 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 39
 The City will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect.  The City Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
 The City is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
Facilities
 The City will provide dedicated space for Tyler staff to work with City resources for both on-site and remote sessions. If Phases overlap, City will provide multiple training facilities to allow for independent sessions scheduling without conflict.
 The City will provide staff with a location to practice what they have learned without distraction.

Exhibit E
City Council/RSA Agenda 190 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 40
Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.

Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI]
Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user.

Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products
Agreement This executed legal contract that defines the products and services to be implemented or performed.

Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.

Business Requirements Document A specification document used to describe Client requirements for contracted software modifications.

Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties.

Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].

Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI]
Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met.

Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.

Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages.

Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production.

Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
Exhibit E
City Council/RSA Agenda 191 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 41
Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software.

Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.

Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications
Legacy System The software from which a client is converting.

Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement.

On-site Indicates the work location is at one or more of the client’s physical office or work environments.

Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.

Output A product, result or service generated by a process.

Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer.

Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned.

Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases.

RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process.

Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).

Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments.

Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.

Exhibit E
City Council/RSA Agenda 192 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 42
Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.

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

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

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

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

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

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

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

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

Work Package A group of related tasks within a project.

Exhibit E
City Council/RSA Agenda 193 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 43
Part 4: Appendices
Conversion
Enterprise ERP Conversion Summary
Payroll
 Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), eaddress, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information
Payroll – Certifications
 Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects Payroll – Education
 Codes, for institution, type of degree, and area(s) of study Payroll – PM Action History
 A variety of Personnel actions, such as job or salary changes and dates these events occurred.  Up to 5 years
Payroll – Position Control
 Position, description, status, job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step Payroll – Recruiting
 Application requisition applicant master data, plus applicant references, certifications, education, skills, tests, work history, and interviews
Payroll – Accrual Balances
 Employee Accrual Balances including Vacation, Holiday, and other Leave balances  Start of year balance, earned to date, used to date
Payroll – Accumulators
 YTD, QTD, MTD amounts for employee pay and deductions  Needed for mid-calendar-year go-live
 May not be needed if converting earnings/deductions history  Up to 5 years
Exhibit E
City Council/RSA Agenda 194 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 44
Payroll – Check History
 Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date.

Payroll – Earning/Deduction Hist.
 Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4.

Payroll - Deductions
 Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information
Payroll – State Retirement Tables
 Specific state-required data, plus related service years information, when appropriate  Needed for some states
Exhibit E
City Council/RSA Agenda 195 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 45
Additional Appendices
Intentionally left blank.

Exhibit E
City Council/RSA Agenda 196 Tuesday, October 11, 2022

Union City, CA
Tyler Technologies, Inc. Page | 46
Project Timeline
ERP Project Timeline
The Project Timeline establishes a target duration for each Phase of the Project. The timeline needs to account for resource availability, business goals, size and complexity of the Project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation.

The following durations may be revised when the Agreement is signed and further refined during the course of the project.

Your Eden-to-Munis migration start date is dependent on wave availability. Waves are a common implementation start month for a group of clients. Each wave has a designated number of slots available for clients to sign up – once a slot is full you must choose an alternate slot that still has availability. A signed agreement is required for you to reserve your spot in a specific wave.

Phase Functional Areas Software Modules Duration
1 Munis Financials  General Ledger (limited use) 3 months 2a Munis Human Capital Management

 Payroll w/Employee Self Service
 Human Resources & Talent
Management
 Time & Attendance
 Time & Attendance Mobile Access
 Recruiting
12 months
2b Munis Productivity  Enterprise Forms
 Content Manager Core
 Enterprise Analytics and Reporting
w Executive Insights
Included in Phase 2

Intentionally left blank.

Exhibit E
City Council/RSA Agenda 197 Tuesday, October 11, 2022
Exhibit F
1 Exhibit F
Hosting Services
Tyler Hosting Services (also referred to as SaaS Services) for the Tyler Software will be provided subject to the following terms and conditions.

SECTION A – DEFINITIONS
 “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.
 “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 Amendment Investment Summary. If the Amendment Investment Summary contains EnerGov labeled software, Defined Users mean the maximum number of named users that are authorized to use the EnerGov labeled modules as indicated in the Amendment Investment Summary.
 “Hosting Fees” means the fees for the SaaS Services identified in the Amendment Investment Summary. Hosting Fees may also be referred to as SaaS Fees.  “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 may also be referred to as Hosting Services. 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 Schedule 1.
 “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Amendment Investment Summary.

SECTION B – SAAS SERVICES APPLICABLE TO TYLER SOFTWARE

1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Exhibit C of the Agreement. The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for City Council/RSA Agenda 198 Tuesday, October 11, 2022
Exhibit F
2 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(1). We will make any such software available to you for download.

2. Hosting Fees. You agree to pay us the annual Hosting Fees. Those amounts are payable as set forth in the Investment Summary. The Hosting 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 I(1) of the Agreement. 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.

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

3.3. You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.

4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.

5. SaaS Services.

5.1.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.

5.2.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.

5.3.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 City Council/RSA Agenda 199 Tuesday, October 11, 2022
Exhibit F
3 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.

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

Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer.

5.5.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.

5.6.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.

5.7.We provide secure Data transmission paths between each of your workstations and our servers.

5.8.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.

5.9. 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.

City Council/RSA Agenda 200 Tuesday, October 11, 2022
Exhibit F
4 SECTION C – SAAS TERM AND TERMINATION of SAAS SERVICES

1. Term. The term for Tyler SaaS Services is three (3) years, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth in the Agreement. Upon expiration of the initial term, the term will renew automatically for additional one (1) year renewal terms at our then-current Hosting 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 SaaS Services will terminate at the end of the term for SaaS Services.

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

City Council/RSA Agenda 201 Tuesday, October 11, 2022
Exhibit F
Schedule 1
1 Exhibit F
Schedule 1

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
City Council/RSA Agenda 202 Tuesday, October 11, 2022
Exhibit F
Schedule 1
2 When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar 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% - 98.00% Remedial action will be taken

97.99% - 95.00% 4%
Below 95.00% 5%
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.
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City Council/RSA Agenda 203 Tuesday, October 11, 2022
RESOLUTION NO. XXXX-21

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING A SOFTWARE AS A SERVICE AGREEMENT WITH TYLER
TECHNOLOGIES, INC. TO BE THE NEW ENTERPRISE HUMAN RESOURCES AND

PAYROLL MANAGEMENT SYSTEMS, FOR A TOTAL ONE-TIME
IMPLEMENTATION COST OF $236,860.00, AND A RECURRING ANNUAL SERVICE COST OF $61,799.00, AND AUTHORIZING THE CITY MANAGER TO EXECUTE

THE PURCHASE AGREEMENT
WHEREAS, the Finance, Human Resources, and Economic Development departments currently use Tyler Eden as their Enterprise Resource Planning (ERP) system; and WHEREAS, the City procured the Tyler Eden software on June 11, 2008 and Tyler Technologies, Inc. has ceased adding new features and only provides security updates to the software; and
WHEREAS, the new Tyler Munis Human Resources and Payroll Management systems are a modern cloud-based ERP that will provide gains in efficiency, allow for online and paperless processes, provide accurate and real time reporting, and integrate business functions for the Human Resources Department and Payroll; and
WHEREAS, the Software as a Service (SaaS) Agreement with Tyler outlines the three (3) year term with language to renew automatically for an additional one (1) year term unless terminated by either party at least sixty (60) days prior to the end of the then-current renewal term; and
WHEREAS, the Sourcewell Contract (#090320-TTI) was used to obtain reduced contracted pricing and Staff and the City Attorney have examined the cooperative purchasing agreement and are satisfied that it meets the requirements of Government Code sections 6500, 6502 et. al., and that all competitive bidding requirements have been met.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby approves a Software as a Service Agreement with Tyler Technologies, Inc. to be the new Enterprise Human Resources and Payroll Management Systems, for a total one-time implementation cost of $236,860.00, and a recurring annual service cost of $61,799.00, and authorizes the City Manager to execute the purchase agreement.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 11th day of October 2022, by the following vote:

AYES:

NOES:

ABSENT:

City Council/RSA Agenda 204 Tuesday, October 11, 2022
Resolution No. XXXX-21