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HomeMy WebLinkAbout2020-02-03 City Council Regular Meeting Agenda Packet January 31, 2020 9:48 AM City Council Regular Meeting Agenda Page1 MAYOR Roland Velasco COUNCIL MEMBERS Marie Blankley Dion Bracco Peter Leroe-Muñoz Carol Marques Fred Tovar Cat Tucker CITY COUNCIL AGENDA CITY OF GILROY CITY COUNCIL CHAMBERS, CITY HALL 7351 ROSANNA STREET GILROY, CA 95020 REGULAR MEETING 6:00 P.M. MONDAY, FEBRUARY 3, 2020 CITY COUNCIL PACKET MATERIALS ARE AVAILABLE ONLINE AT www.cityofgilroy.org AGENDA CLOSING TIME IS 5:00 P.M. THE TUESDAY PRIOR TO THE MEETING COMMENTS BY THE PUBLIC WILL BE TAKEN ON AGENDA ITEMS BEFORE ACTION IS TAKEN BY THE CITY COUNCIL. Persons wishing to address the Council are requested, but not required, to complete a Speaker’s Card located at the entrances. Public testimony is subject to reasonable regulations, including but not limited to time restrictions for each individual speaker. A minimum of 12 copies of materials should be provided to the City Clerk for distribution to the Council and Staff. Please limit your comments to 3 minutes. In compliance with the Americans with Disabilities Act, the City will make reasonable arrangements to ensure accessibility to this meeting. If you need special assistance to participate in this meeting, please contact the City Clerk a minimum of 72 hours prior to the meeting at (408) 846-0204. A sound enhancement system is also available for use in the City Council Chambers. If you challenge any planning or land use decision made at this meeting in court, you may be limited to raising only those issues you or someone else raised at the public hearing held at this meeting, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Please take notice that the time within which to seek judicial review of any final administrative determination reached at this meeting is governed by Section 1094.6 of the California Code of Civil Procedure. A Closed Session may be called during this meeting pursuant to Government Code Section 54956.9 (d)(2) if a point has been reached where, in the opinion of the legislative body of the City on the advice of its legal counsel, based on existing facts and circumstances, there is a significant exposure to litigation against the City. Materials related to an item on this agenda submitted to the City Council after distribution of the agenda packet are available for public inspection with the agenda packet in the lobby of Administration at City Hall, 7351 Rosanna Street during normal business hours. These materials are also available with the agenda packet on the City website at www.cityofgilroy.org subject to Staff’s ability to post the documents before the meeting. The City Council meets regularly on the first and third Monday of each month, at 6:00 p.m. If a holiday, the meeting will be rescheduled to the following Monday, with the exception of the single meeting in July which lands on the first day of the month not a holiday, Friday, Saturday or Sunday. City Council Regular Meeting Agenda 02/3/2020 Page2 KNOW YOUR RIGHTS UNDER THE GILROY OPEN GOVERNMENT ORDINANCE Government's duty is to serve the public, reaching its decisions in full view of the public. Commissions, task forces, councils and other agencies of the City exist to conduct the people's business. This ordinance assures that deliberations are conducted before the people and that City operations are open to the people's review. FOR MORE INFORMATION ON YOUR RIGHTS UNDER THE OPEN GOVERNMENT ORDINANCE, TO RECEIVE A FREE COPY OF THE ORDINANCE OR TO REPORT A VIOLATION OF THE ORDINANCE, CONTACT THE OPEN GOVERNMENT COMMISSION STAFF AT (408) 846-0204 or shawna.freels@cityofgilroy.org I. OPENING A. Call to Order 1. Pledge of Allegiance 2. Invocation 3. City Clerk's Report on Posting the Agenda 4. Roll Call B. Orders of the Day C. Employee Introductions II. CEREMONIAL ITEMS A. Proclamations, Awards, and Presentations III. PRESENTATIONS TO THE COUNCIL PUBLIC COMMENT BY MEMBERS OF THE PUBLIC ON ITEMS NOT ON THE AGENDA BUT WITHIN THE SUBJECT MATTER JURISDICTION OF THE CITY COUNCIL (This portion of the meeting is reserved for persons desiring to address the Council on matters not on this agenda. The law does not permit Council action or extended discussion of any item not on the agenda except under special circumstances. If Council action is requested, the Council may place the matter on a future agenda. Written material provided by public members for Council agenda item “public comment by Members of the Public on items not on the agenda” will be limited to 10 pages in hard copy. An unlimited amount of material may be provided electronically.) A. Census Bureau Presentation on Census 2020 City Council Regular Meeting Agenda 02/3/2020 Page3 IV. REPORTS OF COUNCIL MEMBERS Council Member Bracco – Gilroy Downtown Business Association Board (alternate), Gilroy Sister Cities Association (alternate), Santa Clara Co. Library JPA, SCVWD Joint Council-SCRWA-Board Water Resources Committee, South County Joint Planning Advisory Committee (alternate), South County Regional Wastewater Authority Board, South County Youth Task Force Policy Team (alternate), Street Naming Committee Council Member Tucker –CalTrain Policy Group, Cities Association of Santa Clara Co. Board of Directors, General Plan Advisory Committee, Santa Clara Valley Habitat Agency Governing Board, Santa Clara Valley Habitat Agency Implementation Board, Street Naming Committee, Visit Gilroy Board Council Member Blankley - ABAG (alternate), Cities Association of Santa Clara Co. Board of Directors (alternate), Economic Development Corporation Board, Gilroy Sister Cities Association, Gilroy Youth Task Force (alternate), SCVWD Joint Council-SCRWA- Board Water Resources Committee, South County Regional Wastewater Authority Board, VTA Board of Directors Alternate, VTA Policy Advisory Committee, VTA South County City Group Council Member Marques - Gilroy Downtown Business Association Board, Gilroy Gardens Board of Directors, Santa Clara Valley Habitat Agency Governing Board (alternate), Santa Clara Valley Habitat Agency Implementation Board (alternate), Silicon Valley Clean Energy JPA Board (alternate), URM Task Force Sub-Committee, VTA Committee for Transit Accessibility (alternate) Council Member Tovar –Santa Clara Co. Expressway Plan 2040 Policy Advisory Board, Recycling and Waste Reduction Commission, Santa Clara Co. Library JPA (alternate), SCVWD Water Commission (alternate), Silicon Valley Clean Energy JPA Board, South County Regional Wastewater Authority Board, South County United for Health, Street Naming Committee, VTA Committee for Transit Accessibility, VTA Policy Advisory Committee (alternate) Council Member Leroe-Muñoz - ABAG, CalTrain Policy Group (alternate), Gilroy Youth Task Force, Historic Heritage Committee, SCVWD Water Commission, Silicon Valley Regional Interoperability Authority Board, South County Youth Task Force Policy Team, VTA Mobility Partnership Mayor Velasco - Economic Development Corporation Board, General Plan Advisory Committee, Historic Heritage Committee (alternate), Santa Clara Valley Habitat Agency Governing Board, Santa Clara Valley Habitat Agency Implementation Board, South County Joint Planning Advisory Committee, South County Regional Wastewater Authority Board (alternate), URM Task Force Sub-Committee, VTA Mobility Partnership, VTA South County City Group (alternate) V. FUTURE COUNCIL INITIATED AGENDA ITEMS VI. CONSENT CALENDAR (ROLL CALL VOTE) All matters listed under the Consent Calendar are considered by the City Council to be routine and will be enacted by one motion. There will be no separate discussion of these items unless a request is made by a member of the City Council or a member of the public. Any person desiring to speak on any item on the consent calendar should ask to have that item removed from the consent calendar prior to the time the Council votes to approve. If removed, the item will be discussed in the order in which it appears. City Council Regular Meeting Agenda 02/3/2020 Page4 A. Minutes of the January 21, 2020 Special Meeting B. Claim of Colin Humber (The City Administrator recommends a “yes” vote under the Consent Calendar shall constitute the denial of the claim) VII. BIDS AND PROPOSALS A. Award of a Five Year Contract in the Amount of $2,116,257 to Tyler Technologies, Inc. for the Purchase and Implementation of Enterprise Resource Planning Software and Five Years of Annual Maintenance and License Fees 1. Staff Report: Jimmy Forbis, Finance Director 2. Public Comment 3. Possible Action: a) Award a five year contract to Tyler Technologies, Inc. in the total amount of $2,116,257 for the purchase of Enterprise Resource and Planning software and implementation at a cost of $1,010,117, and five years of annual maintenance and license fees at a cost of $221,228 annually, totaling $1,106,140 for the five-year term. b) Authorize the City Administrator to make minor edits and adjustments to contract language (not including term and cost), and execute the agreement and associated documents. B. Award of a Seven Year Contract in the Amount of $1,609,603 to Tyler Technologies Inc. for the Purchase and Implementation of a Land Management System Including Annual Maintenance and License Fees 1. Staff Report: Karen Garner, Community Development Director 2. Public Comment 3. Possible Action: a) Award a seven year contract to Tyler Technologies Inc. in the amount of $1,609,603 for the purchase and implementation of a new land management system supporting development and inspection services, with a first year implementation cost of $584,479 and six years of annual maintenance and license fees in the amount of $170,854. b) Authorize the City Administrator to make minor edits and adjustments to the contract language (not including term and cost), and execute the agreement and associated documents. VIII. PUBLIC HEARINGS - NONE IX. UNFINISHED BUSINESS A. Adoption of an Ordinance of the City Council of the City of Gilroy Amending Chapter 16 of the Gilroy City Code Entitled “Offenses - Miscellaneous” Adding New Sections 16.24 and 16.25 Pertaining to Imitation Weapons (introduced 1/27/2020 with a 6-0-1 vote, Council Member Blankley absent) City Council Regular Meeting Agenda 02/3/2020 Page5 1. Staff Report: Scot Smithee, Police Chief 2. Public Comment 3. Possible Action: Adopt an ordinance of the City Council of the City of Gilroy amending Chapter 16 of the Gilroy City Code entitled “Offenses - Miscellaneous” adding new sections 16.24 and 16.25 pertaining to imitation weapons. X. INTRODUCTION OF NEW BUSINESS A. Acceptance of the Fiscal Year 2019 Audit and Comprehensive Annual Financial Report and Appropriations Limit for the Reporting Period of July 1, 2018 to June 30, 2019 1. Staff Report: Jimmy Forbis, Finance Director 2. Public Comment 3. Possible Action: Accept the report. B. Amendment to the Fiscal Year 2019-2020 Budget in the Amount of $86,121 for Construction Management Services for the Bridge Deck Rehabilitation Project; No. 19-RFP-PW-421, Federal Project No. BPMP-5034(026) 1. Staff Report: Girum Awoke, Public Works Director 2. Public Comment 3. Possible Action: Adopt a resolution of the City Council of the City of Gilroy amending the Fiscal Year 2019-2020 budget for the Transportation Grants Fund 224 increasing appropriations in the amount of $86,121. C. Establishment of Two Separate City Council Ad Hoc Committees 1) Economic Development Ad Hoc Committee Related to Discussions with Sharks Sports & Entertainment LLC and 2) Budget Ad Hoc Committee to Identify Funding to Staff the Proposed Glen Loma Fire Station 1. Staff Report: Gabriel Gonzalez, City Administrator 2. Public Comment 3. Possible Action: Establish the two separate ad hoc committees, and appoint Council Members to serve on the Economic Development Ad Hoc Committee - Sharks Sports & Entertainment, and on the Budget Ad Hoc Committee - Glen Loma Fire Station Proposed Staffing. XI. CITY ADMINISTRATOR'S REPORTS XII. CITY ATTORNEY'S REPORTS XIII. CLOSED SESSION A. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION; Paragraph (1) of Subdivision (d) of 54956.9 and Gilroy City Code Section 17A.11(3)(a); Case Name: Alma Ramirez, an individual; H.A. and L.A., both minors, as successors in interest to Hector Alvarez, deceased, by and through their guardian ad litem Alma City Council Regular Meeting Agenda 02/3/2020 Page6 Ramirez; vs. City of Gilroy, Adam Moon and Does 1 through 10, inclusive; Santa Clara Co. Superior Court, Case No. 17-CV-00625-HRL, Filed February 7, 2017 B. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION; Paragraph (1) of Subdivision (d) of 54956.9 and Gilroy City Code Section 17A.11(3)(a); Case Name: Jesus Martinez v. City of Gilroy, Robert Zuniga, Diana Barrett, Lamonte Toney, and Does 1 -10 (in their official and/or individual capacities), United States Northern District Court San Jose Branch, Case No. C19-02358 LHK, Filed May 1, 2019 C. CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION; Paragraph (1) of Subdivision (d) of 54956.9 and GCC Section 17A.11(3)(a); Case: Martha Silos, an individual; Steven Juarez, Jr., an individual and as successor in interest to Steven Juarez, deceased; Andrew Juarez, an individual and as successor in interest to Steven Juarez, deceased; Catrina Molina, an individual and as successor in interest to Steven Juarez, deceased; C.J., a minor, as successor in interest to Steven Juarez, by and through his guardian ad litem Catrina Molina; S.J., a minor, as successor in interest to Steven Juarez, deceased, by and through his guardian ad litem, Catrina Molina; N.J., a minor, as successor in interest to Steven Juarez, deceased, by and through his guardian ad litem, Augustina Armendariz v. City of Gilroy, MIchael McMahon individually and as an officer of the Gilroy Police Department, David Ludden, individually and as an officer of the Gilroy Police Department, Chris Silva individually and an officer of the Gilroy Police Department, Jason Greathead individually and an officer of the Gilroy Police Department,Martin Beltran individually and an officer of the Gilroy Police Department,Diana Barrett individually and an officer of the Gilroy Police Department, Kenneth Ellsworth individually and an officer of the Gilroy Police Department, and does1-10, inclusive, United States Northern District Court-San Jose Branch, Case No. C19- 01283 EJD,filed March 9, 2019 D. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Government Code Section 54956.9, and Gilroy City Code Section 17A.11 (3) (b) One (1) Case as Defendant E. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to GC Sec. 54956.8 and GCC Sec.17A.8 (a) (2) Property:140 Fifth Street, Gilroy (Willey House) Negotiators: Gabriel Gonzalez, City Administrator; Other Party to Negotiations; Dan Nelson and Frank Saseli of Green Age Development ; Under Negotiations: Price and Terms of Payment 1. Public Comment on Closed Session Items 2. City Attorney’s Advice Re: Entering into Closed Session 3. Adjourn to Closed Session ADJOURN TO OPEN SESSION Report of any action taken in Closed Session and vote or abstention of each Councilmember if required by Government Code Section 54957.1 and Gilroy Code Section 17A.13 (a); Public Report of the vote to continue in closed session if required under Gilroy Code Section 17A.11 (5) City Council Regular Meeting Agenda 02/3/2020 Page7 ADJOURNMENT MEETING DATES FEBRUARY, 2020 3* Regular Meeting - 6:00 p.m., City Council Chambers 10* Special Meeting/Study Session - 6:00 p.m., City Council Chambers 24* Regular Meeting - 6:00 p.m., City Council Chambers MARCH, 2020 2* Regular Meeting - 6:00 p.m., City Council Chambers 16* Regular Meeting - 6:00 p.m., City Council Chambers * meeting is webstreamed and televised 1 City Council Meeting Minutes 01/21/2020 City of Gilroy City Council Special Meeting Minutes January 21, 2020 I. OPENING A. Call to Order and Roll Call The meeting was called to order at 6:05 PM by Mayor Roland Velasco. Attendee Name Title Status Arrived Roland Velasco Mayor Present 5:59 PM Marie Blankley Council Member Present 5:57 PM Dion Bracco Council Member Present 5:59 PM Peter Leroe-Muñoz Council Member Present 6:00 PM Carol Marques Council Member Present 5:51 PM Fred Tovar Council Member Present 6:19 PM Cat Tucker Council Member Present 6:00 PM II. CLOSED SESSION A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to GC Sec. 54956.8 and GCC Sec.17A.8 (a) (2) Property:140 Fifth Street, Gilroy (Willey House) Negotiators: Gabriel Gonzalez, City Administrator; Other Party to Negotiations; Gilroy Chamber of Commerce; Under Negotiations: Price and Terms of Payment B. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 and Gilroy City Code Section 17A.8 (a) (2) Property:7070 Chestnut Street, Gilroy (Gilroy Fire Station), APN 841 66 012; Negotiators: Gabriel Gonzalez, City Administrator; Other Party to Negotiations: Rogg Collins of Evergreen; Under Negotiations: Price and Terms of Payment C. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 and Gilroy City Code Section 17A.8 (a) (2) Property: 5717 Obata Way, Gilroy APN 841 76 014; Negotiators: Gabriel Gonzalez, City Administrator; Other Party to Negotiations: Donato Alvarez, Jr.; Under Negotiations: Price and Terms of Payment D. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to GC Sec. 54956.8 and GCC Sec.17A.8 (a) (2) Property: 3050 Hecker Pass Highway, APN’s 783-05-011; -012; -013;810-17-014;-015; -021; -024; -025; -026; -029; 810-18- 002; -010; -011;801-19-005; -007; -010; -011; -014 (Gilroy Gardens) Negotiators: Gabriel Gonzalez, City Administrator; Other Party to Negotiations: Greg Edgar; Negotiating Price and Terms There were no public comments. The Council adjourned to Closed Session at 6:09 p.m. /s/ Shawna Freels, MMC City Clerk 6.A Packet Pg. 8 Communication: Minutes of the January 21, 2020 Special Meeting (CONSENT CALENDAR (ROLL CALL VOTE)) City of Gilroy STAFF REPORT Agenda Item Title: Claim of Colin Humber (The City Administrator recommends a “yes” vote under the Consent Calendar shall constitute the denial of the claim) Meeting Date: February 3, 2020 From: Gabriel Gonzalez, City Administrator Department: Human Resources Department Submitted By: LeeAnn McPhillips Prepared By: LeeAnn McPhillips Strategic Plan Goals ☐ Fiscal Stability ☐ Downtown Revitalization ☐ Economic Development ☐ Neighborhood Services ☐ Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION Based on the recommendation from Municipal Pooling Authority (MPA) and/or legal counsel, this claim is recommended for rejection. EXECUTIVE SUMMARY Based on the recommendation from Municipal Pooling Authority (MPA) and/or legal counsel, the following claim is submitted to the City Council for rejection at the February 3, 2020 meeting: Claim of Colin Humber Attachments: 6.B Packet Pg. 9 1. Claim of Colin Humber 6.B Packet Pg. 10 6.B.a Packet Pg. 11 Attachment: Claim of Colin Humber (2627 : Claim of Colin Humber) 6.B.a Packet Pg. 12 Attachment: Claim of Colin Humber (2627 : Claim of Colin Humber) 6.B.a Packet Pg. 13 Attachment: Claim of Colin Humber (2627 : Claim of Colin Humber) 6.B.a Packet Pg. 14 Attachment: Claim of Colin Humber (2627 : Claim of Colin Humber) 6.B.a Packet Pg. 15 Attachment: Claim of Colin Humber (2627 : Claim of Colin Humber) City of Gilroy STAFF REPORT Agenda Item Title: Award of a Five Year Contract in the Amount of $2,116,257 to Tyler Technologies, Inc. for the Purchase and Implementation of Enterprise Resource Planning Software and Five Years of Annual Maintenance and License Fees Meeting Date: February 3, 2020 From: Gabriel Gonzalez, City Administrator Department: Finance Department Submitted By: Jimmy Forbis Prepared By: Jimmy Forbis Strategic Plan Goals  Fiscal Stability ☐ Downtown Revitalization ☐ Economic Development ☐ Neighborhood Services ☐ Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION a) Award a five year contract to Tyler Technologies, Inc. in the total amount of $2,116,257 for the purchase of Enterprise Resource and Planning software and implementation at a cost of $1,010,117, and five years of annual maintenance and license fees at a cost of $221,228 annually, totaling $1,106,140 for the five- year term. b) Authorize the City Administrator to make minor edits and adjustments to contract language (not including term and cost), and execute the agreement and associated documents. EXECUTIVE SUMMARY 7.A Packet Pg. 16 In June 2017, the City Council adopted a budget that approved a one-time expenditure of $2 million for the City’s new Enterprise Resource Planning (ERP) system. This appropriation not only included funds for the actual software, but also included funding for professional project consulting services required to ensure that the project achieves its’ primary goal – to replace the City’s outdated financial software system. The City conducted a Request for Proposal (RFP) process and received seven vendor responses. After proposal review, vendor presentations, and client reviews, the City is recommending to Council that they approve an agreement with Tyler Technologies, Inc. BACKGROUND/ANALYSIS Replacement of the City’s ERP system is a multi-year project, but is required as the City’s current system, Sungard (which was purchased over 20 years ago) is outdated and receives minimal vendor support. Some of the benefits that will be derived by this upgrade of the City’s ERP system include the following:  The system will support City staff in the delivery of government services and activities, take advantage of best practices, and significantly improve the efficiency and effectiveness of City's customer service and business processes. The software will provide efficient workflow and self-service web portals for City staff and citizens to support the City's mission.  E-government services will become more community-friendly, including enhanced customer service web portals for utility billing, transparency inquiries, permitting, and other city provided services.  Many manual processes will be automated and converted to paperless recordkeeping, including timesheets, scheduling, leave approval, evaluations, and approvals for purchasing. Departments will have real-time information at their fingertips to improve their business processes.  The need for redundant “work-arounds” for data entry, storage, and paper processing will be reduced.  City-wide communication will be improved though better access to financial information.  The system is user-friendly and able to be used by City staff at all levels.  All customer information and data will be centralized in electronic form, including general customer information, account summaries, billing and payment activity, alerts, and more.  Field workers can quickly and easily manage inspections for buildings, land use, environmental initiatives, and health, safety, and regulatory compliance in a 7.A Packet Pg. 17 wireless environment. City employees will be able to more efficiently provide building, planning, and community services due to the fully-integrated elements of this comprehensive system that will address all community needs. Tyler Technologies was selected as the City’s ERP vendor as they provide integrated information management solutions and services for the public sector with a focus on local governments in the United States. Tyler’s government finan cial management product includes modules for financial management, human resources, utility billing, payroll, human resources, purchasing, and business licenses. The company was founded in 1966 in Plano, Texas and is the largest software company in the U.S. solely focused on providing software and technology services to public sector agencies including cities, counties, states, and school districts. Tyler software is the predominant product utilized by California cities. Tyler’s implementation schedule for the project will span two years and have six major phases, as summarized below. Should Council approve the contract, Tyler and the City have agreed on an aggressive implementation schedule and as such Tyler will commence implementation in March of 2020. Below is a summary of the projected timeline. Figure 1: Summary of the Projected Timeline Phase Functional Areas Modules Start Date Go-Live Date 1 Financials  Accounting General Ledger  Accounts Payable  Bid Management  Budgeting  Capital Assets  Cash Management  Contract Management  Project & Grant Accounting  Purchasing  eProcurement  Accounts Receivable  General Billing  Tyler Cashiering  Quatred Asset Scanning Interface  CAFR Statement Builder (post-live) March 2020 January 2021 System Wide  Munis Analytics & Reporting o Tyler Reporting Services o Munis Office o HUB  Tyler ReadyForms Processing  Tyler Content Manager SE 7.A Packet Pg. 18 Phase Functional Areas Modules Start Date Go-Live Date 2a Human Capital Management  Payroll w/Employee Self Service  HR & Talent Management  ExecuTime Time & Attendance  Employee Expense Reimbursement  Recruiting October 2020 June 2021 2b Human Capital Management  ExecuTime Advanced Scheduling July 2021 November 2021 3 Utility Billing  Utility Billing CIS  UB Interface  Central Property File  Citizen Self Service March 2021 December 2021 Staff is further recommending that Council grant the City Administrator authority to negotiate minor provisions within the final contract. Negotiations with Tyler have been long and protracted, and most issues have been addressed. However, the ability for the City Administrator to have the authority to finalize minor contract language ensures that the project will begin implementation in March 2020. It should be noted that total contract dollar amount and term have been finalized and no City Administrator authority is being requested to amend those items. ALTERNATIVES Council could reject the staff recommendation and not award the contract to Tyler Technologies, however this is not recommended because staff has spent the last two years conducting business process analysis which will now enable an expedited implementation. Furthermore, through the ERP process, staff did not identify another viable product, thus Tyler is the only recommended vendor at this time. FISCAL IMPACT/FUNDING SOURCE In 2017, the City Council approved $2 million from General Fund unassigned fund balance for the purchase of the ERP and at this time, the system and associated costs are expected to be approximately $1.6 million. The remaining $455,000 in available project funds could be utilized for add itional financial and/or customer service modules, be allocated towards ongoing license fees, or remain in the Information Technology (IT) fund balance. At this time, staff is 7.A Packet Pg. 19 recommending that those funds remain in the IT fund until further progress is m ade in implementing the software. Any use of the remaining funds will require Council approval. The total amount of the Tyler contract is $2,116,257, however $1.1 million is for five - years of ongoing annual license fees and those costs were not part of the original budget allocation, nor are those costs being asked to be funded at this time. It should be noted that it is industry standard for the parties to agree to long-term maintenance agreements. Five years is the typical initial term. As is the current practice with the City’s current ERP vendor Sungard, the $221,228 in annual license fees will be included in future recommended budgets and will be funded through annual appropriations from the City’s Information Technology Fund, which receives its funding through cost allocations to all funds and users. It is expected that annual license fees will increase costs to the General Fund by approximately $50,000 annually. Figure 2: Chart of ERP Financials CONCLUSION Staff has now completed its evaluation of multiple ERP vendors and is recommending that Council award the contract to Tyler Technologies, Inc. to upgrade the City’s ERP system. NEXT STEPS Should Council approach the contract, Tyler will begin implementation in March 2020. 7.A Packet Pg. 20 Attachments: 1. Gilroy SaaS Contract 1-27-20 2. Exhibit A - Investment Summary 1-28-20 3. Exhibit E - Statement of Work 7.A Packet Pg. 21 1 SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A – DEFINITIONS  “Agreement” means this Software as a 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 City of Gilroy.  “Data” means your data necessary to utilize the Tyler Software.  “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.  “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.  “Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary.  “Developer” means a third party who owns the intellectual property rights to Third Party Software.  “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation.  “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.  “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.  “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.  “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.  “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary.  “SaaS Services” means software as a service consisting of system administration, system 7.A.a Packet Pg. 22 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 2 management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services.  “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.  “Statement of Work” means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E.  “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.  “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D.  “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 Software” means the third party software, if any, identified in the Investment Summary.  “Third Party Services” means the third party services, if any, identified in the Investment Summary.  “Tyler” means Tyler Technologies, Inc., a Delaware corporation.  “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.  “we”, “us”, “our” and similar terms mean Tyler.  “you” and similar terms mean Client. SECTION B – SAAS SERVICES 1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(8). 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. 7.A.a Packet Pg. 23 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 3 3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 6. SaaS Services. 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. 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. 6.2 You will be hosted on shared hardware in a Tyler data center, but in a database dedicated to you, which is inaccessible to our other customers. 6.3 We have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of your Data has been lost or damaged due to an act or omission of Tyler or its subcontractors or due to a defect in Tyler’s software, we will use best commercial efforts to restore all the Data on servers in accordance with the architectural design’s capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall the recovery point objective (“RPO”) exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your Data may be lost, measured in relation to a disaster we declare, said declaration will not be unreasonably withheld. 7.A.a Packet Pg. 24 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 4 6.4 In the event we declare a disaster, our Recovery Time Objective (“RTO”) is twenty-four (24) hours. For purposes of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the Tyler Software must be restored. 6.5 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 6.7 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data. 6.8 We provide secure Data transmission paths between each of your workstations and our servers. 6.9 Our data centers are accessible only by authorized personnel with a unique key entry. All other visitors must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 6.10 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. SECTION C – OTHER PROFESSIONAL SERVICES 1. Other Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work. After the Effective Date, and in coordination with the Project kickoff activities identified in the 7.A.a Packet Pg. 25 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 5 Statement of Work, we will make our project staffing assignments. Upon request, we will provide you with project resumes, demonstrating relevant past project experience, for project team members that are allocated for onsite services on the project. You agree that those resumes are for your information and planning purposes only. Once our key project team members are assembled and your counterparts have been identified, both parties agree that, except for reasons outside of their control, the parties will not remove staff and personnel from their assigned project roles without reasonable advance notice and good cause, and that they will work together to mitigate project impacts after any such removal. The parties will also work together to manage the project impact resulting from the temporary unavailability of project staff from either party. We agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to you, in order to render services in accordance with contractual requirements. In the event our personnel is/are not providing services consistent with our services warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the deficiency persists, we will replace that project member, upon written request and demonstration of good cause. Replacement staff shall have, at minimum, the reasonably equivalent experience and project knowledge as the person being replaced. Client may reject replacement staff, in Client’s reasonable discretion. The foregoing notwithstanding, if the replacement personnel is providing services onsite, you shall remain liable for travel expenses incurred by such personnel, to be invoiced in accordance with the Business Travel Policy. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you. 7.A.a Packet Pg. 26 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 6 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to the then-current version and the immediately prior version); 9.2 provide telephone support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all major and minor releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with our then-current release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for 7.A.a Packet Pg. 27 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 7 us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then- current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice. SECTION D – THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, 7.A.a Packet Pg. 28 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 8 then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F – TERM AND TERMINATION 1. Term. The initial term of this Agreement is five (5) years from the first day of the first month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 2.5 Fees for Termination without Cause during Initial Term. If you terminate this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the following early termination fees: a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the SaaS Fees then due for the remainder of the initial term; b. if you terminate during the second year of the initial term, 100% of the SaaS Fees 7.A.a Packet Pg. 29 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 9 through the date of termination plus 15% of the SaaS Fees then due for the remainder of the initial term; and c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 10% of the SaaS Fees then due for the remainder of the initial term. SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 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 7.A.a Packet Pg. 30 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 10 personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000 on a per occurrence basis; (b) Automobile Liability of at least $1,000,000 on a per occurrence basis; (c) Professional Liability of at least $1,000,000 on a claims made basis; (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. Tyler will provide the client notice within thirty (30) days of non-rewal or cancellation. Tyler agrees that Tyler’s insurance coverage is primary for claims under Tyler’s Commercial General Liability or Automobile policies that arise out of and relate to the contract and are between Tyler and the Client. We will provide you with copies of certificates of insurance upon your written request. SECTION H – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 7.A.a Packet Pg. 31 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 11 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 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 7.A.a Packet Pg. 32 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 12 cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; (d) upon receipt by sender of proof of fax delivery; or (e) 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: 7.A.a Packet Pg. 33 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 13 (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 for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 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. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Service Level Agreement Schedule 1: Support Call Process Exhibit D Third Party Terms End User License Agreement, Doc Origin End User License Agreement, Quatred Exhibit E Statement of Work IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. City of Gilroy By: By: 7.A.a Packet Pg. 34 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 14 Name: Name: Title: Title: Date: Date: Address for Notices: Address for Notices: Tyler Technologies, Inc. City of Gilroy One Tyler Drive 7351 Rosanna Street Yarmouth, ME 04096 Gilroy, CA 95020-6196 FAX: 207-518-4975 Attention: Chief Legal Officer Attention: Jimmy Forbis, Finance Director 7.A.a Packet Pg. 35 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 15 Exhibit A Investment Summary The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Tyler sales quotation to be inserted prior to Agreement execution. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 7.A.a Packet Pg. 36 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 16 Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Fees. SaaS Fees, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement shall be invoiced as follows: (a) 50% of the total SaaS fees for the initial term on the Effective Date of the Agreement; and (b) the remaining 50% of the total SaaS fees, on a per module basis, upon the earlier of: (i) initiation of the phase in which the module is to be implemented as set forth in the Statement of Work as of the Effective Date; (ii) actual initiation of the phase in which the module is to be implemented. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will remain the same through the term for Year 7. Your annual SaaS fees will increase by 5% for Years 8, 9, and 10. Following Year 10, your SaaS fees will be at our then current rates. Annual SAAS fees by Year Year 1 $221,228.00 Year 2 $221,228.00 Year 3 $221,228.00 Year 4 $221,228.00 Year 5 $221,228.00 Year 6 $221,228.00 Year 7 $221,228.00 Year 8 $232,289 Year 9 $232,289 Year 10 $232,289 Additional future terms then current rate 2. Other Tyler Software and Services. 2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 2.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of 7.A.a Packet Pg. 37 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 17 the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement. 2.6 Other Fixed Price Services: Other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. 2.7 Change Management Services: If you have purchased any change management services, those services will be invoiced in the following amounts and upon the following milestones: Acceptance of Change Management Discovery Analysis 15% Delivery of Change Management Plan and Strategy Presentation 10% Acceptance of Executive Playbook 15% Acceptance of Resistance Management Plan 15% Acceptance of Procedural Change Communications Plan 10% Change Management Coach Training 20% Change Management After-Action Review 15% 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 4. 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 7.A.a Packet Pg. 38 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 18 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. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc. – Operating 7.A.a Packet Pg. 39 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 19 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. 7.A.a Packet Pg. 40 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 20 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. 7.A.a Packet Pg. 41 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 21 Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. 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 Defense 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 7.A.a Packet Pg. 42 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 22 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. 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. 7.A.a Packet Pg. 43 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 23 Exhibit C SERVICE LEVEL AGREEMENT I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with percentages rounded to the nearest whole number. 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 which the Tyler Software is not available for your use. Downtime does not include those instances in which only a Defect is present. 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 maintenance windows, Client Error Incidents and Force Majeure. III. Service Availability The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals and measures whether we have met those goals by tracking Attainment. 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 incident number. You must document, in writing, all Downtime that you have experienced during a calendar quarter. You must deliver such documentation to us within 30 days of a quarter’s end. The documentation you provide must evidence the Downtime clearly and convincingly. It must include, for example, the support incident number(s) and the date, time and duration of the Downtime(s). b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of a Client Error Incident or Force Majeure). We will also work with you to resume normal operations. Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and 7.A.a Packet Pg. 44 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 24 support tickets to confirm that Downtime for which we were responsible indeed occurred. We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below. c. Client Relief When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief Schedule below. Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 5% of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one or more quarters of a billing cycle 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. Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly basis: Targeted Attainment Actual Attainment Client Relief 100% 98-99% Remedial action will be taken. 100% 95-97% 4% credit of fee for affected calendar quarter will be posted to next billing cycle 100% <95% 5% credit of fee for affected calendar quarter will be posted to next billing cycle You may request a report from us that documents the preceding quarter’s Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued. IV. Applicability The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and Force Majeure. We perform 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. V. Force Majeure You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request that said failure be excused. That writing will at least include the essential details and circumstances supporting our request for relief pursuant to this Section. You will not unreasonably withhold its acceptance of such a request. 7.A.a Packet Pg. 45 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 25 Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community – an on-line resource, 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. (2) On-line submission (portal) – for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email – for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support. 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 and other information including support contact information. (2) Tyler Community – available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase – A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates – where development activity is made available for client consumption 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). Clients may receive coverage across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day Issue Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using 7.A.a Packet Pg. 46 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 26 the incident number, through the portal at Tyler’s website or by calling software support directly. Incident Priority Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The client is responsible for reasonably setting 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 responses and resolutions. 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 support incident. 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. 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 support incident. 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 support incident. 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. For non- hosted customers, Tyler’s responsibility for lost or corrupted Data is limited to assisting the client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days. Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. 7.A.a Packet Pg. 47 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 27 Incident Escalation Tyler Technology’s software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client’s needs. On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods: (1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to escalate an issue through management channels as described above. (2) Email – clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client’s database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Support is able to quickly connect to the client’s desktop 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. 7.A.a Packet Pg. 48 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 28 Exhibit D End User License Agreement: Doc Origin REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 7.A.a Packet Pg. 49 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 29 7.A.a Packet Pg. 50 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 30 7.A.a Packet Pg. 51 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 31 7.A.a Packet Pg. 52 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 32 7.A.a Packet Pg. 53 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 33 7.A.a Packet Pg. 54 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 34 Exhibit D End User License Agreement: Quatred REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 7.A.a Packet Pg. 55 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 35 Quatred End User License Agreement (EULA) 7.A.a Packet Pg. 56 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 36 TRANSFER Provided the Software has not been installed on a computer(s), you may transfer your license of the Software to another party by transferring the original program media and all applicable doc.tuuentation, including the original of this License Agreement to the recipient who agrees to the terms of t his Agreement. All ot her copies of the Software must be deleted and/or destroyed. Any transfer of possession of the Sof tware teminates your license and all associated benefits under this License Agreement . You must notify Quatred, LLC in writing or by email of such transfer. You may not transfer your license to another party onceyou have installed the software on a computer(s). You may not transfer your lice nse to another party by selling or tra nsferring ownersllip of t11e computer(s) on which the Softare is installed. The Software must first be installed from any computer(s) on which the Sof tware is installed before transferring ownership of the computer(s). Your software license is temlinated upon sale or transfer of the computer(s) on which the Software is installed. BACKUP COPY You may make one copy of this Sof tware solely for backup or archival purposes. LIMITED WARRANTY Quatred, LLC warrants the physical program media to be free from, defects for a period of 90 days from the date of your purchase. If you notify Quatred, LLC of defects during the wa rranty period, Quatred, LLC will replace the defective progra m media or, at its option, refund the purchase price. Your remedy for breach of this warranty shall be limited to replacement or refund and shall not encompass any other da mages. No dealer, distributor, agent or employee of Quatred, LLC is aut horized to make any modification or addition to the warranty and remedies stated above. Quatred, LLC specifically disclaims all other warra nties, express or implied, including but not limited to i mplied warranties of merchantability and fitness for a particular pu rpose. Quatred, LLC does not provide any warranty as to the operation of the software or its fitness for any particular applic ation, use or purpose. LIMITATIONS OF LIABILITY AND REMEDIES In no event shall Quatred, LLC or its licensors be liable for any loss of profit or any other commercial da mages, including but not limited to special, incidental, consequential, ptulitive or other damages, even if Quatred, LLC or its licensors are advised, in advance, of the possibility of such damages. In no event shall the liability of Quatred, LLC or its licensors exceed the purchase price paid for the Sof tware. OTHER TERMS AND CONDITIONS You agree to install this software ONLY on a computer(s) that you own or on a co mputer which you have been given explicit pemlission to in stall. You agree to NO T install this software on any computer(s) you do not own or on any computer you have not been given explicit pe rmission to install. 7.A.a Packet Pg. 57 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) 37 Exhibit E Statement of Work 7.A.a Packet Pg. 58 Attachment: Gilroy SaaS Contract 1-27-20 (2567 : Contract Award for ERP to Tyler Technologies) Quoted By:Kyle M. Johnson Date:10/11/2019 Quote Expiration: 12/28/2020 Quote Name:City of Gilroy-ERP-Munis Quote Number: 2019-67323-2 Quote Description: City of Gilroy - RFC SaaS Quote v.3 10-11-19 Sales Quotation For City of Gilroy 7351 Rosanna St Gilroy, CA 95020-6196 Phone +1 (408) 846-0300 SaaS One Time Fees Description # Years Annual Fee Impl. Hours Impl. Cost Data Conversion Financial: Accounting/GL 5.0 $31,623.00 96 $16,800.00 $10,600.00 Accounts Payable 5.0 $8,513.00 32 $5,600.00 $0.00 Bid Management 5.0 $3,514.00 24 $4,200.00 $0.00 Budgeting 5.0 $8,513.00 32 $5,600.00 $0.00 Capital Assets 5.0 $7,027.00 40 $7,000.00 $3,000.00 Cash Management 5.0 $5,856.00 32 $5,600.00 $0.00 Contract Management 5.0 $3,456.00 24 $4,200.00 $4,000.00 Employee Expense Reimbursement 5.0 $3,514.00 32 $5,600.00 $0.00 Project & Grant Accounting 5.0 $5,856.00 32 $5,600.00 $5,000.00 Purchasing 5.0 $12,883.00 80 $14,000.00 $2,700.00 Quatred Asset Scanning Interface 5.0 $2,228.00 16 $2,800.00 $0.00 Human Capital Management: ExecuTime Advanced Scheduling (75)5.0 $5,611.00 48 $8,400.00 $0.00 ExecuTime Advanced Scheduling Mobile Access 5.0 $2,589.00 0 $0.00 $0.00 ExecuTime Time & Attendance (320)5.0 $10,596.00 128 $22,400.00 $0.00 ExecuTime Time & Attendance Mobile Access 5.0 $3,305.00 0 $0.00 $0.00 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 1 of 10 7.A.b Packet Pg. 59 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) SaaS One Time Fees Description # Years Annual Fee Impl. Hours Impl. Cost Data Conversion Human Resources & Talent Management 5.0 $11,141.00 112 $19,600.00 $0.00 Payroll w/ESS 5.0 $14,226.00 216 $37,800.00 $18,800.00 Recruiting 5.0 $3,142.00 24 $4,200.00 $0.00 Revenue: Accounts Receivable 5.0 $6,285.00 64 $11,200.00 $0.00 Central Property File 5.0 $1,415.00 8 $1,400.00 $0.00 General Billing 5.0 $3,999.00 32 $5,600.00 $1,500.00 Tyler Cashiering 5.0 $11,998.00 40 $7,000.00 $0.00 UB Interface 5.0 $4,713.00 24 $4,200.00 $0.00 Utility Billing CIS 5.0 $17,711.00 152 $26,600.00 $23,700.00 Productivity: Citizen Self Service 5.0 $6,285.00 40 $7,000.00 $0.00 eProcurement 5.0 $5,713.00 24 $4,200.00 $0.00 Munis Analytics & Reporting (SaaS)5.0 $5,664.00 80 $14,000.00 $0.00 Tyler Content Manager SE 5.0 $11,426.00 32 $5,600.00 $0.00 Tyler ReadyForms Processing (including Common Form Set)5.0 $6,214.00 0 $0.00 $0.00 Additional: CAFR Statement Builder 5.0 $7,856.00 32 $5,600.00 $0.00 Sub-Total:$232,873.00 $261,800.00 $69,300.00 Less Discount:$11,645.00 $0.00 $0.00 TOTAL:$221,228.00 1496 $261,800.00 $69,300.00 Other Services Description Quantity Unit Price Unit Discount Extended Price Additional Implementation Hours (used if needed) 224 $175.00 $0.00 $39,200.00 Post Implementation Analysis Reports Per Phase (Includes all Three (3) Phases) 240 $175.00 $0.00 $42,000.00 Phase One (1) Financials - End-User Training 80 $175.00 $0.00 $14,000.00 Phase Three (3) Utility Billing - End-User Training 80 $175.00 $0.00 $14,000.00 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 2 of 10 7.A.b Packet Pg. 60 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) Other Services Description Quantity Unit Price Unit Discount Extended Price Phase Two (2) Human Capital Management - End-User Training 80 $175.00 $0.00 $14,000.00 RFC Additional Implementation Consulting and Training Services 616 $175.00 $0.00 $107,800.00 UAT Test Plan Implementation Services 120 $175.00 $0.00 $21,000.00 Tyler Project Management Services 23 $9,800.00 $0.00 $225,400.00 POS Cash Installation (Up to 3) 1 $1,000.00 $0.00 $1,000.00 Tyler ReadyForms Processing Configuration 1 $2,000.00 $0.00 $2,000.00 VPN Device 1 $4,000.00 $0.00 $4,000.00 TOTAL:$484,400.00 3rd Party Hardware, Software and Services Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Discount Total Year One Maintenance Cash Drawer 1 $260.00 $0.00 $260.00 $0.00 $0.00 $0.00 Hand Held Scanner - Model 1900GSR 1 $450.00 $0.00 $450.00 $0.00 $0.00 $0.00 Hand Held Scanner Stand 1 $30.00 $0.00 $30.00 $0.00 $0.00 $0.00 ID Tech MiniMag USB Reader 1 $62.00 $0.00 $62.00 $0.00 $0.00 $0.00 Printer (TM-S9000)1 $1,600.00 $0.00 $1,600.00 $0.00 $0.00 $0.00 Quatred Professional Services 1 $5,000.00 $0.00 $5,000.00 $0.00 $0.00 $0.00 Quatred QUICK RFID Fixed Asset Star ter Kit 1 $8,425.00 $0.00 $8,425.00 $0.00 $0.00 $0.00 Tyler Secure Signature System with 2 Keys 1 $1,650.00 $0.00 $1,650.00 $0.00 $0.00 $0.00 3rd Party Hardware Sub-Total:$0.00 $12,477.00 $0.00 3rd Party Services Sub-Total:$0.00 $5,000.00 $0.00 TOTAL:$17,477.00 $0.00 Summary One Time Fees Recurring Fees Total SaaS $0.00 $221,228.00 Total Tyler Software $0.00 $0.00 Total Tyler Services $815,500.00 $0.00 Total 3rd Party Hardware, Software and Ser vices $17,477.00 $0.00 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 3 of 10 7.A.b Packet Pg. 61 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) Summary One Time Fees Recurring Fees Summary Total $832,977.00 $221,228.00 Contract Total (Excluding Estimated Travel Expenses) $1,939,117.00 Estimated Travel Expenses $177,140.00 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 4 of 10 7.A.b Packet Pg. 62 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price Accounting - Actuals up to 3 years $1,500.00 $0.00 $1,500.00 Accounting - Budgets up to 3 years $1,500.00 $0.00 $1,500.00 Accounting Standard COA $2,000.00 $0.00 $2,000.00 Accounts Payable - Checks up to 5 years $1,600.00 $0.00 $1,600.00 Accounts Payable - Invoice up to 5 years $2,400.00 $0.00 $2,400.00 Accounts Payable Standard Master $1,600.00 $0.00 $1,600.00 Capital Assets Std Master $3,000.00 $0.00 $3,000.00 Contracts $4,000.00 $0.00 $4,000.00 General Billing Std CID $1,500.00 $0.00 $1,500.00 Payroll - Accrual Balances $1,500.00 $0.00 $1,500.00 Payroll - Accumulators up to 5 years $1,400.00 $0.00 $1,400.00 Payroll - Certifications $1,400.00 $0.00 $1,400.00 Payroll - Check History up to 5 years $1,200.00 $0.00 $1,200.00 Payroll - Deductions $1,800.00 $0.00 $1,800.00 Payroll - Earning/Deduction Hist up to 5 years $2,500.00 $0.00 $2,500.00 Payroll - Education $1,400.00 $0.00 $1,400.00 Payroll - PM Action History up to 5 years $1,400.00 $0.00 $1,400.00 Payroll - Position Control $1,400.00 $0.00 $1,400.00 Payroll - Recruiting $1,400.00 $0.00 $1,400.00 Payroll - Standard $2,000.00 $0.00 $2,000.00 Payroll - State Retirement Tables $1,400.00 $0.00 $1,400.00 Project Grant Accounting - Actuals up to 3 years $1,500.00 $0.00 $1,500.00 Project Grant Accounting - Budgets up to 3 years $1,500.00 $0.00 $1,500.00 Project Grant Accounting Standard $2,000.00 $0.00 $2,000.00 Purchasing - Purchase Orders - Standard Open PO's only $2,700.00 $0.00 $2,700.00 Utility Billing - Assessments $1,800.00 $0.00 $1,800.00 Utility Billing - Backflow $2,000.00 $0.00 $2,000.00 Utility Billing - Balance Forward AR $5,100.00 $0.00 $5,100.00 Utility Billing - Consumption History up to 5 years $3,000.00 $0.00 $3,000.00 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 5 of 10 7.A.b Packet Pg. 63 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price Utility Billing - Service Orders $3,100.00 $0.00 $3,100.00 Utility Billing - Services $4,100.00 $0.00 $4,100.00 Utility Billing - Standard $4,600.00 $0.00 $4,600.00 TOTAL:$69,300.00 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 6 of 10 7.A.b Packet Pg. 64 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) Optional SaaS One Time Fees Description # Years Annual Fee Impl. Hours Impl. Cost Data Conversion Financial: Inventory 5.0 $6,456.00 40 $7,000.00 $3,500.00 Quatred Inventory Scanning Interface 5.0 $2,228.00 16 $2,800.00 $0.00 Productivity: IVR Gateway 5.0 $3,428.00 24 $4,200.00 $0.00 Tyler Notify 5.0 $10,000.00 0 $0.00 $0.00 Additional: Asset Maintenance (40)5.0 $50,200.00 176 $30,800.00 $12,000.00 Asset Performance (10)5.0 $3,550.00 104 $18,200.00 $0.00 Munis 3rd Party Cashiering API Connector 5.0 $3,000.00 24 $4,200.00 $0.00 Munis Applicant Tracking API Connector 5.0 $3,000.00 24 $4,200.00 $0.00 Munis General Ledger API Toolkit 5.0 $4,200.00 24 $4,200.00 $0.00 Requestor Access License 5.0 $1,894.00 0 $0.00 $0.00 Socrata Open Finance 5.0 $16,000.00 0 $0.00 $0.00 Tyler 311/Incident Management 5.0 $5,030.00 56 $9,800.00 $6,375.00 Tyler EAM API Toolkit 5.0 $4,200.00 24 $4,200.00 $0.00 Tyler GIS (50)5.0 $14,800.00 0 $0.00 $0.00 TOTAL:$127,986.00 512 $89,600.00 $21,875.00 Optional Other Services Description Quantity Unit Price Discount Extended Price Change Management Consulting 1 $40,000.00 $0.00 $40,000.00 Install Fee - Socrata Open Finance 1 $5,600.00 $0.00 $5,600.00 P-Card Import Format 1 $5,500.00 $0.00 $5,500.00 TOTAL:$51,100.00 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 7 of 10 7.A.b Packet Pg. 65 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) Optional Conversion Details (Prices Reflected Above) Description Unit Price Unit Discount Extended Price Asset Maintenance - Closed Work Order History No Cost Data $4,500.00 $0.00 $4,500.00 Asset Maintenance - Work Order Asset $3,000.00 $0.00 $3,000.00 Asset Maintenance - Work Order History With Cost Data $4,500.00 $0.00 $4,500.00 Inventory Std Master $3,500.00 $0.00 $3,500.00 Tyler 311/Incident Management - Conver $6,375.00 $0.00 $6,375.00 TOTAL:$21,875.00 Optional 3rd Party Hardware, Software and Services Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Discount Total Year One Maintenance Quatred QUICK Inventory Starter Kit 1 $6,998.00 $0.00 $6,998.00 $0.00 $0.00 $0.00 Tyler Notify IVR Plan (25,000 Minutes) 1 $2,500.00 $0.00 $2,500.00 $0.00 $0.00 $0.00 Tyler Notify SMS Text Plan (25,000 Messages) 1 $1,250.00 $0.00 $1,250.00 $0.00 $0.00 $0.00 3rd Party Hardware Sub-Total:$0.00 $6,998.00 $0.00 3rd Party Software Sub-Total:$0.00 $3,750.00 $0.00 $0.00 TOTAL:$10,748.00 $0.00 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 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 8 of 10 7.A.b Packet Pg. 66 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Technologies) Comments Tyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications, such as the Munis Web Client and the MUNIS Self Service applications if hosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public internet. There are various vendors who sell SSL Certificates, with all ranges of prices. Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted. Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services depends on such factors as your level of involvement in the project and the speed of knowledge transfer. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely, but can be done onsite upon request at an additional cost. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. Implementation hours are scheduled and delivered in four (4) or eight (8) hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. The Tyler Software Product Tyler ReadyForms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks. Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers. In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition. Payroll library includes: 1 PR check, 1 direct deposit, 1 vendor from payroll check, 1 vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R. General Billing library includes: 1 invoice, 1 statement, 1 general billing receipt and 1 miscellaneous receipt. Includes digitizing two signatures, additional charges will apply for additional signatures. Personnel Actions Forms Library includes: 1 Personnel Action form - New and 1 Personnel Action Form - Change. 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 9 of 10 7.A.b Packet Pg. 67 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Comments Tyler's cost is based on all of the proposed products and services being obtained from Tyler. Should significant portions of the products or services be deleted, Tyler reserves the right to adjust prices accordingly. 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. Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 1099INT, 1099S, and 1099G. Utility billing library includes: 1 Utility bill, 1 UB receipt, 1 UB delinquent notice, 1 door hanger and 1 final utility bill. The Munis SaaS fees are based on 50 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories. Tyler Notify SaaS services will renew automatically for additional one (1) year terms at our then-current fee unless terminated in writing by either part at least thirty (30) days prior to the end of the then-current term. Utility Billing CIS includes the Graphing Agent. Quatred QUICK Inventory Starter Kit: QUICK Inventory Software, NX4 Rugged Mobile Scanning Device with 1D Imager, CDMA, WLAN, Bluetooth, GPS, Camera, Numeric Keypad, WEH 6.5 OS, Cradle, Spare battery, Power supply. Standard 1 year manufacturer's warranty. Includes: 1 year phone support & softwaree upgrades, up to 4 hours of remote install/training via TeamViewer. Software support and upgrades renewal for QUICK Inventory - after the first year, billed by Quatred. Quatred QUICK RFID Fixed Asset Starter Kit: QUICK Fixed Asset Software, MC9190Z RFID Rugged Handheld Reader with 1D Scanner, 53 Keypad, WM 6.5 OS, Cradle, Spare battery, Power supply, and communication cable, with 3 yrs comprehensive extended maintenance. Includes: 1 year phone support & software upgrades, up to 4 hours of remote install/training via TeamViewer. Software support and upgrades renewal for QUICK RFID Fixed Asset - after the first year, billed by Quatred. Quatred Professional Services: 2 days onsite installation, configuration and training. Includes travel and living. Additional required hardware will be purchased by the client directly through Quatred. Development modifications, interfaces and services, where applicable, shall be invoiced to the client in the following manner: 50% of total upon authorized signature to proceed on program specifications and the remaining 50% of total upon delivery of modifications, interface and services. 2019-67323-2 - City of Gilroy - RFC SaaS Quote v.3 10-11-19 10 of 10 7.A.b Packet Pg. 68 Attachment: Exhibit A - Investment Summary 1-28-20 (2567 : Contract Award for ERP to Tyler Revised: 9/12/2019 Statement of Work Tyler Technologies Prepared for: City of Gilroy, CA 7351 Rosanna St., Gilroy, CA 95020 Prepared by: Carrie Giesy One Tyler Drive, Yarmouth, ME 04096 Tyler Technologies, Inc. www.tylertech.com 7.A.c Packet Pg. 69 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 2 / 63 Table of Contents 1 Executive Summary ............................................................................................................................... 6 1.1 Project Overview ........................................................................................................................... 6 1.2 Product Summary ......................................................................................................................... 6 1.3 Project Timeline ............................................................................................................................ 7 1.4 Project Methodology Overview .................................................................................................... 7 2 Project Governance............................................................................................................................... 8 2.1 Client Governance ......................................................................................................................... 8 2.1.1 Client Project Manager ......................................................................................................... 8 2.1.2 Steering Committee .............................................................................................................. 8 2.1.3 Executive Sponsor(s) ............................................................................................................. 9 2.2 Tyler Governance .......................................................................................................................... 9 2.2.1 Tyler Project Manager ........................................................................................................... 9 2.2.2 Tyler Implementation Management ..................................................................................... 9 2.2.3 Tyler Executive Management ............................................................................................... 9 2.2.4 Tyler Escalation Process ........................................................................................................ 9 2.3 Acceptance and Acknowledgment Process ................................................................................ 10 3 Overall Project Assumptions ............................................................................................................... 11 3.1 Project, Resources and Scheduling ............................................................................................. 11 3.2 Data Conversion .......................................................................................................................... 12 3.3 Data Exchanges, Modifications, Forms and Reports .................................................................. 12 3.4 Hardware and Software .............................................................................................................. 13 3.5 Education .................................................................................................................................... 13 4 Implementation Stages ....................................................................................................................... 14 4.1 Work Breakdown Structure (WBS) ............................................................................................. 14 4.2 Initiate & Plan (Stage 1) – PMI Initiate and Plan ......................................................................... 16 4.2.1 Tyler Internal Coordination & Planning .............................................................................. 16 4.2.2 System Infrastructure Planning ........................................................................................... 17 4.2.3 Project/Phase Planning ....................................................................................................... 18 4.2.4 Project Schedule ................................................................................................................. 19 7.A.c Packet Pg. 70 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 3 / 63 4.2.5 Stakeholder Presentation ................................................................................................... 20 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance .............................................................. 21 4.3 Assess & Define (Stage 2) – PMI Execution ................................................................................. 22 4.3.1 Fundamentals Review ......................................................................................................... 22 4.3.2 Current/Future State Analysis ............................................................................................. 23 4.3.3 Data Conversion Planning & Mapping ................................................................................ 24 4.3.4 Standard 3rd Party Data Exchange Planning....................................................................... 25 4.3.5 Modification Analysis & Specification, if contracted .......................................................... 26 4.3.6 Forms & Reports Planning .................................................................................................. 27 4.3.7 System Deployment ............................................................................................................ 28 4.3.8 Control Point 2: Assess & Define Stage Acceptance ........................................................... 29 4.4 Build & Validate (Stage 3) – PMI Execution ................................................................................ 31 4.4.1 Configuration & Power User Training ................................................................................. 31 4.4.2 Data Conversion & Validation ............................................................................................. 32 4.4.3 Standard 3rd Party Data Exchange Validation .................................................................... 33 4.4.4 Modification Delivery & Validation, if contracted .............................................................. 34 4.4.5 Forms & Reports Validation ................................................................................................ 35 4.4.6 Control Point 3: Build & Validate Stage Acceptance ........................................................... 36 4.5 Final Testing & Training (Stage 4) – PMI Monitor and Control ................................................... 37 4.5.1 Cutover Planning ................................................................................................................. 37 4.5.2 User Acceptance Testing (UAT) ........................................................................................... 38 4.5.3 End User Training ................................................................................................................ 39 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance ............................................... 40 4.6 Production Cutover (Stage 5) – PMI Monitor and Control ......................................................... 41 4.6.1 Final Data Conversion, if applicable .................................................................................... 41 4.6.2 Production Processing & Assistance ................................................................................... 42 4.6.3 Transition to Tyler Support ................................................................................................. 43 4.6.4 Schedule Post-Production Services, if applicable ............................................................... 44 4.6.5 Control Point 5: Production Cutover Stage Acceptance ..................................................... 46 4.7 Phase/Project Closure (Stage 6) – PMI Closure .......................................................................... 47 4.7.1 Close Phase/Project ............................................................................................................ 47 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance ................................................. 48 7.A.c Packet Pg. 71 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 4 / 63 5 Roles and Responsibilities ................................................................................................................... 49 5.1 Tyler Roles and Responsibilities .................................................................................................. 49 5.1.1 Tyler Executive Management ............................................................................................. 49 5.1.2 Tyler Implementation Management ................................................................................... 49 5.1.3 Tyler Project Manager ......................................................................................................... 49 5.1.4 Tyler Implementation Consultant ....................................................................................... 50 5.1.5 Tyler Sales ........................................................................................................................... 51 5.1.6 Tyler Software Support ....................................................................................................... 51 5.2 City of Gilroy Roles and Responsibilities ..................................................................................... 51 5.2.1 City of Gilroy Executive Sponsor ......................................................................................... 51 5.2.2 City of Gilroy Steering Committee ...................................................................................... 52 5.2.3 City of Gilroy Project Manager ............................................................................................ 52 5.2.4 City of Gilroy Functional Leads ............................................................................................ 53 5.2.5 City of Gilroy Power Users .................................................................................................. 54 5.2.6 City of Gilroy End Users ....................................................................................................... 54 5.2.7 City of Gilroy Technical Support .......................................................................................... 54 5.2.8 City of Gilroy Upgrade Coordinator .................................................................................... 55 5.2.9 City of Gilroy Project Toolset Coordinator .......................................................................... 55 5.2.10 City of Gilroy Change Management Lead ........................................................................... 55 6 Munis Conversion Summary ............................................................................................................... 56 6.1 Accounting COA .......................................................................................................................... 56 6.2 Accounting - Actuals ................................................................................................................... 56 6.3 Accounting - Budgets .................................................................................................................. 56 6.4 Accounts Payable Master ............................................................................................................ 56 6.5 Accounts Payable - Checks .......................................................................................................... 56 6.6 Accounts Payable - Invoices ........................................................................................................ 56 6.7 Contracts ..................................................................................................................................... 56 6.8 Capital Assets Master .................................................................................................................. 57 6.9 General Billing CID....................................................................................................................... 57 6.10 Project Grant Accounting ............................................................................................................ 57 6.11 Project Grant Accounting - Actuals ............................................................................................. 57 6.12 Project Grant Accounting – Budget ............................................................................................ 57 7.A.c Packet Pg. 72 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 5 / 63 6.13 Purchase Orders .......................................................................................................................... 57 6.14 Payroll ......................................................................................................................................... 57 6.15 Payroll - Deductions .................................................................................................................... 58 6.16 Payroll – Accrual Balances .......................................................................................................... 58 6.17 Payroll – Accumulators ............................................................................................................... 58 6.18 Payroll – Check History ............................................................................................................... 58 6.19 Payroll – Earning/Deduction Hist. ............................................................................................... 58 6.20 Payroll – Recruiting ..................................................................................................................... 58 6.21 Payroll – PM Action History ........................................................................................................ 58 6.22 Payroll – Position Control ............................................................................................................ 58 6.23 Payroll – State Retirement Tables ............................................................................................... 58 6.24 Payroll – Certifications ................................................................................................................ 59 6.25 Payroll – Education ..................................................................................................................... 59 6.26 Utility Billing ................................................................................................................................ 59 6.27 Utility Billing –Services ................................................................................................................ 59 6.28 Utility Billing –Assessments ........................................................................................................ 59 6.29 Utility Billing –Consumption History ........................................................................................... 59 6.30 Utility Billing –Balance Forward AR ............................................................................................. 59 6.31 Utility Billing –Service Orders ...................................................................................................... 59 6.32 Utility Billing –Backflow .............................................................................................................. 60 7 Glossary ............................................................................................................................................... 61 7.A.c Packet Pg. 73 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 6 / 63 1 Executive Summary 1.1 Project Overview The Statement of Work (SOW) documents the Project Scope, methodology, roles and responsibilities, implementation Stages, and deliverables for the implementation of Tyler products. The Project goals are to offer City of Gilroy, CA the opportunity to make the City of Gilroy more accessible and responsive to external and internal customer needs and more efficient in its operations through:  Streamlining, automating, and integrating business processes and practices  Providing tools to produce and access information in a real-time environment  Enabling and empowering users to become more efficient, productive and responsive  Successfully overcoming current challenges and meeting future goals 1.2 Product Summary Below, is a summary of the products included in this Project, as well as reference to the City of Gilroy’s functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information containing detailed service components. Phase Functional Areas Modules Start Date Go-Live Date 1 Financials  Accounting General Ledger  Accounts Payable  Bid Management  Budgeting  Capital Assets  Cash Management  Contract Management  Project & Grant Accounting  Purchasing  eProcurement  Accounts Receivable  General Billing  Tyler Cashiering  Quatred Asset Scanning Interface  CAFR Statement Builder (post-live) March 2020 January 2021 System Wide  Munis Analytics & Reporting o Tyler Reporting Services o Munis Office o HUB  Tyler ReadyForms Processing  Tyler Content Manager SE 7.A.c Packet Pg. 74 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 7 / 63 Phase Functional Areas Modules Start Date Go-Live Date 2a Human Capital Management  Payroll w/Employee Self Service  HR & Talent Management  ExecuTime Time & Attendance  Employee Expense Reimbursement  Recruiting October 2020 July 2021 2b Human Capital Management  ExecuTime Advanced Scheduling July 2021 November 2021 3 Utility Billing  Utility Billing CIS  UB Interface  Central Property File  Citizen Self Service March 2021 December 2021 1.3 Project Timeline The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements. 1.4 Project Methodology Overview Tyler bases its implementation methodology on the Project Management Institute’s (PMI) Process Groups (Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed a 6-stage process specifically designed to focus on critical project success measurement factors. Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the City of Gilroy’s complexity, and organizational needs. 7.A.c Packet Pg. 75 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 8 / 63 2 Project Governance The purpose of this section is to define the resources required to adequately establish 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 also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational Change Management activities. The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The path below illustrates an overall team perspective where Tyler and the City of Gilroy collaborate to resolve project challenges according to defined escalation paths. In the event project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City of Gilroy steering committee become the escalation points to triage responses prior to escalation to the City of Gilroy and Tyler executive sponsors. As part of the escalation process, each project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City of Gilroy and Tyler executive sponsors serve as the final escalation point. 2.1 Client Governance Depending on the City of Gilroy’s organizational structure and size, the following governance roles may be filled by one or more people: 2.1.1 Client Project Manager The City of Gilroy’s project manager(s) coordinate project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler. The City of Gilroy project manager(s) will be responsible for reporting to the City of Gilroy steering committee and determining appropriate escalation points. 2.1.2 Steering Committee The City of Gilroy steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project’s value throughout the organization. Oversees the City of Gilroy project manager(s) and the Project and through participation in regular internal meetings, the City of Gilroy steering committee remains updated on all project progress, project decisions, and achievement of project milestones. The City of Gilroy steering committee also provides support to the City of Gilroy project manager(s) by communicating the importance of the Project to all impacted departments. The City of Gilroy steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the project team, for making timely decisions on 7.A.c Packet Pg. 76 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 9 / 63 critical project issues or policy decisions. The City of Gilroy steering committee also serves as primary level of issue resolution for the Project. 2.1.3 Executive Sponsor(s) The City of Gilroy’s executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project’s 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, in order to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day project activities. The executive sponsor empowers the City of Gilroy steering committee, project manager(s), and functional leads to make critical business decisions for the City of Gilroy. 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team members, subject matter experts, the overall implementation schedule, and serves as the primary point of contact with the City of Gilroy. As requested by the City of Gilroy, the Tyler project manager(s) provide regular updates to the City of Gilroy’s steering committee and other Tyler governance members. 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with the City of Gilroy management, as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. The name(s) and contact information for this resource will be provided and available to the project team. 2.2.3 Tyler Executive Management 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, in order to escalate and facilitate implementation project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the project team. 2.2.4 Tyler Escalation Process The Escalation Path is noted below. The names of the Tyler employees currently in these roles will be noted on the project Share Point site. Escalated issues will be tracked via the Issues and Actions list which will set a mutually agreed upon date for response. 7.A.c Packet Pg. 77 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 10 / 63 1. Tyler Project Manager 2. West Coast Regional Director 3. West Territory Senior Director 4. VP of Implementation for ERP and Schools 5. President of ERP and Schools 2.3 Acceptance and Acknowledgment Process All Deliverables and Control Points must be accepted or acknowledged following the process below. Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at the time of delivery. The following process will be used for accepting or acknowledging Deliverables and Control Points:  The City of Gilroy shall have ten (10) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept or acknowledge each Deliverable or Control Point. If the City of Gilroy does not provide acceptance or acknowledgement within ten (10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.  If the City of Gilroy does not agree the particular Deliverable or Control Point meets requirements, the City of Gilroy shall notify Tyler project manager(s), in writing, with reasoning within ten (10) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.  Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City of Gilroy shall then have ten (5) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City of Gilroy 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. 7.A.c Packet Pg. 78 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 11 / 63 3 Overall Project Assumptions 3.1 Project, Resources and Scheduling  Project activities will begin after the Agreement has been fully executed.  The City of Gilroy has the ability to allocate additional internal resources if needed. The City of Gilroy also ensures the alignment of their budget and Scope expectations. The City of Gilroy and Tyler ensure that the assigned resources are available, they buy-into the change process, and they 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, buy-in, and knowledge.  Tyler and City of Gilroy provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.  Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled.  Changes to Project Plan, availability of resources or changes in Scope may result in schedule delays, which may result in additional charges to the Project.  Tyler provides a written agenda and notice of any prerequisites to the City of Gilroy project manager(s) ten (10) business days prior to any scheduled on-site or remote sessions.  Tyler provides notice of any prerequisites to the City of Gilroy project manager(s) a minimum of ten (10) business days prior to any key deliverable due dates.  City of Gilroy users complete prerequisites prior to applicable scheduled activities.  Tyler provides guidance for configuration and processing options available within the Tyler software. The City of Gilroy is responsible for making decisions based on the options available.  In the event the City of Gilroy may elect to add and/or modify current business policies during the course of this Project, such policy changes are solely the City of Gilroy’s responsibility to define, document, and implement.  The City of Gilroy makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decision due dates will be mutually agreed to and reflected in the project Issues and Actions List. Decisions left unmade may affect the schedule, as each analysis and implementation session builds on the decisions made in prior sessions. 7.A.c Packet Pg. 79 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 12 / 63  Tyler considers additional services out of Scope and requires additional time and costs be requested via Change Request approved through the Change Control process.  The City of Gilroy will respond to information requests in a comprehensive and timely manner, in accordance with the Project Plan. Due dates for information requests will be mutually agreed to and reflected in the project Issues and Actions List. 3.2 Data Conversion  The City of Gilroy is readily able to produce the data files needed for conversion from the Legacy System in order to provide them to Tyler on the specified due date(s) as reflected in the Project Plan.  Each Legacy System data file submitted for conversion includes all associated records in a single approved file layout.  The City of Gilroy understands the Legacy System data extract(s) must be provided to Tyler in the same format each time 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.  During this process, the City of Gilroy may need to correct data scenarios in the Legacy System prior to the final data pull. Tyler will provide guidance to the City on this, as it is a complex activity and requires due diligence by the City of Gilroy to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. Tyler will provide a data conversion crosswalk that indicates where specific data is to reside in Munis. 3.3 Data Exchanges, Modifications, Forms and Reports  The City of Gilroy ensures the 3rd party data received conforms to a Tyler standard format.  The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received.  Client is on a supported, compatible version of the 3rd party software or Tyler standard Data Exchange tools may not be available.  The City of Gilroy is willing to make reasonable business process changes rather than expecting the product to conform to every aspect of their current system/process.  Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for project Phases. Modification requests not in Scope must follow the Project Change Request process. 7.A.c Packet Pg. 80 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 13 / 63 3.4 Hardware and Software  Tyler will initially Install the most current generally available version of the purchased Tyler software.  The City of Gilroy will provide network access for Tyler modules, printers, and Internet access to all applicable City of Gilroy and Tyler project staff.  The City of Gilroy has in place all hardware, software, and technical infrastructure necessary to support the Project.  The City of Gilroy’s system hardware and software meet Tyler standards to ensure sufficient speed and operability of Tyler software. Tyler will not support use of software if the City of Gilroy does not meet minimum standards of Tyler’s published specifications. 3.5 Education  Throughout the Project lifecycle, the City of Gilroy provides a training room for Tyler staff to transfer knowledge to the City of Gilroy’s resources, for both onsite and remote sessions. The City of Gilroy will provide staff with a location to practice what they have learned without distraction. If Phases overlap, the City of Gilroy will provide multiple training facilities to allow for independent sessions scheduling without conflict.  The training room is set up in a classroom setting. The City of Gilroy determines the number of workstations in the room. Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. However, Tyler requires there be no more than two (2) people at a given workstation.  The City of Gilroy provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a City of Gilroy training display system, allowing all attendees the ability to actively engage in the training session.  The City of Gilroy testing database contains the Tyler software version required for delivery of any Modification, as previously identified and agreed to, prior to the scheduled delivery date for testing.  The City of Gilroy is responsible for verifying the performance of the said Modification above as defined by the specification, if applicable.  Users performing user acceptance testing (UAT) have attended all applicable training sessions prior to performing UAT. 7.A.c Packet Pg. 81 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 14 / 63 4 Implementation Stages 4.1 Work Breakdown Structure (WBS) 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 Plan, developed during Initiate & Plan and finalized during Assess & Define, will list 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. 7.A.c Packet Pg. 82 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 15 / 63 7.A.c Packet Pg. 83 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 16 / 63 4.2 Initiate & Plan (Stage 1) – PMI Initiate and Plan The Initiate & Plan Stage creates a foundation for the Project through identification of City of Gilroy and Tyler Project Management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements. City of Gilroy participation in gathering information is critical. Tyler Project Management teams present initial plans to stakeholder teams at Stage end. 4.2.1 Tyler Internal Coordination & Planning Prior to Project commencement, Tyler management staff assigns project manager(s). Tyler provides the City of Gilroy with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling. City of Gilroy participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally, the Tyler project manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City of Gilroy’s team. During this step, Tyler will work with the City of Gilroy to establish the date(s) for the Project/Phase Planning session. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Tyler Internal Coordination & Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Assign Tyler project manager A R I I I Provide initial Project documents to Client A I R C I Sales to Implementation knowledge transfer A I R C Internal planning and phase coordination A R C 7.A.c Packet Pg. 84 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 17 / 63 4.2.2 System Infrastructure Planning The City of Gilroy provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at the City of Gilroy’s site. The City of Gilroy completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team, and verifies all hardware compatibility with Tyler solutions. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 System Infrastructure Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide system hardware specifications I R A I C Make hardware available for Installation I C A R Install system hardware, if applicable I C A R Complete system infrastructure audit I C A R 7.A.c Packet Pg. 85 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 18 / 63 4.2.3 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. The Tyler project manager(s) deliver an Implementation Management Plan, which is mutually agreeable by City of Gilroy and Tyler. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project/Phase Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform Project/Phase Planning A R I C C I Deliver implementation management plan A R C C I 7.A.c Packet Pg. 86 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 19 / 63 4.2.4 Project Schedule Client and Tyler will mutually develop an initial Project Schedule. The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project Schedule TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop initial Project Schedule A R I C I I Deliver Project Plan and schedule for Project Phase A R I I I C C I I I Client reviews Project Plan & initial schedule C I A R C C C Client approves Project Plan & initial schedule I I A R C C I I I I I 7.A.c Packet Pg. 87 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 20 / 63 4.2.5 Stakeholder Presentation City of Gilroy stakeholders join Tyler project manager(s) to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Stakeholder Presentation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Present overview of Project Deliverables, Project Schedule and roles and responsibilities A R I I I I C I I I I I I I Communicate successful Project criteria and goals I R C A C I I C I I 7.A.c Packet Pg. 88 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 21 / 63 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Assess & Define Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.2.6.1 Initiate & Plan Stage Deliverables  Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to the City of Gilroy’s Project. o Scope: The Implementation Management addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed throughout the lifecycle of the Project. o Acceptance criteria: City of Gilroy reviews and acknowledges receipt of Implementation Management Plan.  Project Plan/Schedule o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the Deliverables of the Project. o Scope: Task list, assignments and due dates o Acceptance criteria: City of Gilroy acceptance of schedule based on City of Gilroy resource availability and Project budget and goals. 4.2.6.2 Initiate & Plan Stage Acceptance Criteria  Hardware Installed  System infrastructure audit complete and verified  Implementation Management Plan delivered  Project Plan/Schedule delivered; dates confirmed  Stakeholder Presentation complete 7.A.c Packet Pg. 89 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 22 / 63 4.3 Assess & Define (Stage 2) – PMI Execution The primary objective of Assess & Define is to gather information about current City of Gilroy business processes and translate the material into future business processes using Tyler Applications. Tyler uses a variety of methods for obtaining the information, all requiring City of Gilroy collaboration. The City of Gilroy shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 4.3.1 Fundamentals Review Fundamentals Review provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis. The primary goal is to provide a basic understanding of system functionality, which provides a foundation for upcoming conversations regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training including the use of eLearning, videos, documentation, and walkthroughs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Assess & Define TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Schedule fundamentals review & provide fundamentals materials & prerequisites, if applicable A R I C I I I Complete fundamentals materials review and prerequisites I A R I C Ensure all scheduled attendees are present I I A R C I Facilitate fundamentals review A R I I I 7.A.c Packet Pg. 90 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 23 / 63 4.3.2 Current/Future State Analysis City of Gilroy and Tyler evaluate current state processes, options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Current/Future State Analysis TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide Current/Future State analysis materials to the City of Gilroy, as applicable A R I C I I Conduct Current & Future State analysis A R I C I C Provide pros and cons of Tyler software options A R I C I C Make Future State Decisions according to due date in the Project Plan I I C A R I C I Record Future State decisions A R I C I C 7.A.c Packet Pg. 91 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 24 / 63 4.3.3 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from the City of Gilroy’s Legacy System Applications to the Tyler system. Tyler staff and the City of Gilroy work together to complete Data Mapping for each piece of data (as outlined in the Agreement) from the Legacy System to a location in the Tyler system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Data Conversion Planning & Mapping TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review contracted data conversion(s) options A R I C C C C Map data from Legacy System to Tyler system I C I A C C R Pull conversion data extract I I A C C R Run balancing Reports for data pulled and provide to Tyler I I A C R I Review and approve initial data extract A I C R I I Correct issues with data extract, if needed I C C A C C R 7.A.c Packet Pg. 92 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 25 / 63 4.3.4 Standard 3rd Party Data Exchange Planning Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces. A Standard Interface is a real-time or automated exchange of data between two systems. This could be done programmatically or through an API. It is Tyler’s responsibility to ensure the Tyler programs operate correctly. It is the City’s responsibility to ensure the third party program operates or accesses the data correctly. The City and Tyler Project Manager(s) will work together to define/confirm which Data Exchanges are needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Standard 3rd Party Data Exchange Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review Standard or contracted Data Exchanges A R C I I C Define or confirm needed Data Exchanges I C A C C R 7.A.c Packet Pg. 93 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 26 / 63 4.3.5 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage. The City of Gilroy reviews the specifications and confirms they meet City of Gilroy’s needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request. Tyler’s intention is to minimize Modifications by using Standard functionality within the Application, which may require a City of Gilroy business process change. It is the responsibility of the City of Gilroy to detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for City of Gilroy approval) for contracted program Modifications. Upon approval, Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered, the City of Gilroy will test and approve those changes during the Build and Validate Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Modification Analysis & Specification, if contracted TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Analyze contracted modified program requirements A C R C C I C C Develop specification document(s) A I C R I I I I Review specification document(s); provide changes to Tyler, if applicable I C C A R I C C Sign-off on specification document(s) and authorize work I I A R C I I C 7.A.c Packet Pg. 94 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 27 / 63 4.3.6 Forms & Reports Planning City of Gilroy and Tyler project manager(s) review Forms and Report needs. Items that may be included in the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included in the Agreement could be either City of Gilroy-developed Reports or a newly discovered Modification that will require a Change Request. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Forms & Reports Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review required Forms output A R C I C I Review and complete Forms options and submit to Tyler I I A R C Review in Scope Reports A R I C C Identify additional Report needs I C A R C Add applicable tasks to Project schedule A R I C C I I I 7.A.c Packet Pg. 95 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 28 / 63 4.3.7 System Deployment The Tyler Technical Services team Installs Tyler Applications on the server (hosted or client-based) and ensures the platform operates as expected. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 System Deployment TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Install contracted software on server A I R I C Ensure platform operates as expected A I R I C 7.A.c Packet Pg. 96 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 29 / 63 4.3.8 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Build & Validate Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.3.8.1 Assess & Define Stage Deliverables  Completed analysis Questionnaire o Objective: Gather and document information related to City of Gilroy business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). o Acceptance criteria: City of Gilroy acceptance of completed Questionnaire based on thoroughness of capturing all City of Gilroy business practices to be achieved through Tyler solution.  Data conversion summary and specification documents o Objective: Define data conversion approach and strategy. o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy. o Acceptance criteria: Data conversion document(s) delivered to the City of Gilroy, reflecting complete and accurate conversion decisions.  Modification specification documents, if contracted o Objective: Provide comprehensive outline of identified gaps, and how the modified program meets the City of Gilroy’s needs. o Scope: Design solution for Modification. o Acceptance criteria: City of Gilroy accepts Modified Specification Document(s) and agrees that the proposed solution meets their requirements.  Completed Forms options and/or packages o Objective: Provide specifications for each City of Gilroy in Scope form, Report and output requirements. o Scope: Complete Forms package(s) included in agreement and identify Report needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation.  Installation checklist o Objective: Installation of purchased Tyler software. o Scope: Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks are complete, and complete server system administration training, unless the City of Gilroy is hosted. o Acceptance criteria: Tyler software is successfully installed and available to authorized users, City of Gilroy team members are trained on applicable system administration tasks. 4.3.8.2 Assess & Define Stage Acceptance Criteria  Tyler software is installed. 7.A.c Packet Pg. 97 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 30 / 63  Fundamentals review is complete.  Required Form information complete and provided to Tyler.  Current/Future state analysis completed; Questionnaires delivered and reviewed.  Data conversion mapping and extractions completed and provided to Tyler. 7.A.c Packet Pg. 98 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 31 / 63 4.4 Build & Validate (Stage 3) – PMI Execution The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City of Gilroy’s needs identified during the Assess and Define Stage, preparing the City of Gilroy for Final Testing and Training. 4.4.1 Configuration & Power User Training Tyler staff collaborates with the City of Gilroy to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. Tyler staff will train the City of Gilroy Power Users to prepare them for the Validation of the software. The City of Gilroy collaborates with Tyler staff iteratively to Validate software configuration. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed  STAGE 3 Build & Validate TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform configuration A R I R I Power User process and Validation training A R I C I C I Validate configuration I C A C R C 7.A.c Packet Pg. 99 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 32 / 63 4.4.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from the City of Gilroy, the Tyler Data Conversion Team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler, the City of Gilroy reviews specific data elements within the system and identifies and Reports discrepancies in writing. Iteratively, Tyler collaborates with the City of Gilroy to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed  STAGE 3 Data Conversion & Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Write and run data conversion program against Client data A I C R C Complete initial review of data errors A I C R I I C Review data conversion and submit needed corrections I C I A C R C Revise conversion program(s) to correct error(s) A I C R I I C C 7.A.c Packet Pg. 100 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 33 / 63 4.4.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and the City of Gilroy tests each Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Standard 3rd Party Data Exchange Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Train Data Exchange(s) processing in Tyler software A R C I I I C I Coordinate 3rd Party Data Exchange activities I I A C C R Test all Standard 3rd party Data Exchange(s) I C A C I R C 7.A.c Packet Pg. 101 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 34 / 63 4.4.4 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s) to the City of Gilroy for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Modification Delivery & Validation, if contracted TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop and deliver contracted modified program(s) A I C I R I C I C I C Test contracted modified program(s) in isolated database I C C A C R C Report discrepancies between specification and delivered contracted modified program(s) I I I A R C C Make corrections to contracted modified program(s) as required A I C I R I C C I 7.A.c Packet Pg. 102 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 35 / 63 4.4.5 Forms & Reports Validation Tyler provides training on Standard Forms/Reports and the City of Gilroy tests each Standard Form/Report. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Forms & Reports Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Standard Forms & Report training A R I C C I Test Standard Forms & Reports I C C A C R C 7.A.c Packet Pg. 103 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 36 / 63 4.4.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing & Training Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.4.6.1 Build & Validate Stage Deliverables  Initial data conversion o Objective: Convert Legacy System data into Tyler system. o Scope: Data conversion program complete; deliver converted data for review. o Acceptance criteria: Initial error log available for review.  Data conversion verification document o Objective: Provide instructions to the City of Gilroy to verify converted data for accuracy. o Scope: Provide self-guided instructions to verify specific data components in Tyler system. o Acceptance criteria: City of Gilroy accepts data conversion delivery; City of Gilroy completes data issues log.  Installation of Modifications on the City of Gilroy’s server(s) *except for hosted Clients o Objective: Deliver Modification(s) in Tyler software. o Scope: Program for Modification is complete and available in Tyler software, Modification testing. o Acceptance criteria: Delivery of Modification(s) results in objectives described in the City of Gilroy-signed specification.  Standard Forms & Reports Delivered o Objective: Provide Standard Forms & Reports for review. o Scope: Installation of all Standard Forms & Reports included in the Agreement. o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage 4. 4.4.6.2 Build & Validate Stage Acceptance Criteria  Application configuration completed.  Standard Forms & Reports delivered and available for testing in Stage 4.  Data conversions (except final pass) delivered.  Standard 3rd party Data Exchange training provided.  Modifications delivered and available for testing in Stage 4.  The City of Gilroy and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. 7.A.c Packet Pg. 104 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 37 / 63 4.5 Final Testing & Training (Stage 4) – PMI Monitor and Control During Final Testing and Training, Tyler and the City of Gilroy review the final Cutover plan. A critical Project success factor is the City of Gilroy understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover. 4.5.1 Cutover Planning City of Gilroy and Tyler project manager(s) discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare the City of Gilroy for success. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 Cutover Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Cutover Planning Session A R C I C C C C C C Develop Production Cutover Checklist A R C I I C C I I C 7.A.c Packet Pg. 105 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 38 / 63 4.5.2 User Acceptance Testing (UAT) The City of Gilroy performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. Tyler will customize the test scripts based on city processes. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 User Acceptance Testing (UAT) TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Deliver Customized Test Plan for User Acceptance Testing A R C I I Perform User Acceptance Testing I C A R C C C I I C I Accept modified program(s), if applicable I I I A R C I C C Validate Report performance I C C A C R C 7.A.c Packet Pg. 106 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 39 / 63 4.5.3 End User Training End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on day-to-day City of Gilroy processes that will be delivered via group training, webinar, eLearnings and/or live training sessions. Eighty (80) hours of End User Training performed by Tyler are included for each phase. Beyond the 80 hours, City of Gilroy users who attended the Tyler sessions may train any City of Gilroy users not able to attend the Tyler sessions, or the City could utilize hours from the Additional Implementation and Consulting and Training Services Hours (616), or additional sessions may be contracted with Tyler at the applicable rates for training. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 End User Training TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Conduct user training sessions A R C I I I I I Conduct additional End User training sessions I R I A C I I I I I I 7.A.c Packet Pg. 107 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 40 / 63 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production Cutover Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.5.4.1 Final Testing & Training Stage Deliverables  Production Cutover checklist o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover. o Scope: Dates for final conversion, date(s) to cease system processing in Legacy System, date(s) for first processing in Tyler system, contingency plan for processing. o Acceptance criteria: Definition of all pre-production tasks, assignment of owners and establishment of due dates.  User Acceptance Test Plan o Objective: Provide testing steps to guide users through testing business processes in Tyler software. o Scope: Testing steps for Standard business processes. o Acceptance criteria: Testing steps have been provided for Standard business processes. 4.5.4.2 Final Testing & Training Stage Acceptance Criteria  Production Cutover Checklist delivered and reviewed.  Modification(s) tested and accepted, if applicable.  Standard 3rd party Data Exchange programs tested and accepted.  Standard Forms & Reports tested and accepted.  User acceptance testing completed.  End User training completed. 7.A.c Packet Pg. 108 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 41 / 63 4.6 Production Cutover (Stage 5) – PMI Monitor and Control City of Gilroy and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City of Gilroy begins processing day-to-day business transactions in the Tyler software. Following Production Cutover, the City of Gilroy transitions to the Tyler support team for ongoing support of the Application. 4.6.1 Final Data Conversion, if applicable The City of Gilroy provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion. The City of Gilroy may need to manually enter into the Tyler system any data added to the Legacy System after final data extract. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Final Data Conversion, if applicable TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide final data extract C I I A C I I I I R Provide final extract balancing Reports I I A C R I Convert and deliver final pass of data A I I R I I I C Validate final pass of data I C C I A C R C Load final conversion pass to Production environment I I I A C I C R 7.A.c Packet Pg. 109 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 42 / 63 4.6.2 Production Processing & Assistance Tyler staff collaborates with the City of Gilroy during Production Cutover activities. The City of Gilroy transitions to Tyler software for day-to day business processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Production Processing & Assistance TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Production processing C C I I A R R R R R R I I Provide production assistance A R C I C C C C C C 7.A.c Packet Pg. 110 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 43 / 63 4.6.3 Transition to Tyler Support Tyler project manager(s) introduce the City of Gilroy to the Tyler Support team, who provides the City of Gilroy with day-to-day assistance following Production Cutover. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Transition to Tyler Support TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop internal support plan I A R C C C C C C C Conduct transfer to Support meeting A I C R C C C C I I C I I 7.A.c Packet Pg. 111 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 44 / 63 4.6.4 Schedule Post-Production Services, if applicable Tyler provides post-production services if included in the Agreement. Prior to scheduling services, the Tyler project manager(s) collaborate with City of Gilroy project manager(s) to identify needs. This could include but is not limited to: W-2 training, 1099 training, Month-End and Year-End. PIER services will be delivered after each phase, 1 (Financials), 2a (HCM), 3 (UB). RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Schedule Post-Production Services, if applicable TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Identify topics for post-production services C C A R I C I Schedule services for post- production topics A R I C C I C I PIER - Identify/discuss if the required modules were implemented, and if not, why not, and how this will be rectified A R I C C PIER - Identify/discuss if the required training was delivered, and if not, why not, and how this will be rectified A R I C C PIER - Identify/discuss the method to be used to determine if there are any gaps in user system utilization, and if so, what are they A R I C C C C 7.A.c Packet Pg. 112 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 45 / 63 PIER - Identify/discuss how gaps would be addressed through additional training (to include when, where, how, participants, specific training to be provided, etc.) A R I C C PIER - Identify/discuss any lessons learned A R I C C PIER - Develop a report that addresses the information above A R I C C PIER - Submit this report to the City for review and approval A R I C C PIER - Deliver the additional training A R I C C C C 7.A.c Packet Pg. 113 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 46 / 63 4.6.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project Closure Stage is dependent upon Tyler’s receipt of this Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.6.5.1 Production Cutover Stage Deliverables  Final data conversion, if applicable o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing. o Scope: Final passes of all conversions completed in this Phase. o Acceptance criteria: Data is available in production environment.  Support transition documents o Objective: Define strategy for on-going Tyler support. o Scope: Define support strategy for day-to-day processing, conference call with City of Gilroy Project Manager(s) and Tyler support team, define roles and responsibilities, define methods for contacting support. o Acceptance criteria: the City of Gilroy receives tools to contact support and understands proper support procedures. 4.6.5.2 Production Cutover Stage Acceptance Criteria  Final data conversion(s) delivered.  Processing is being done in Tyler production.  Transition to Tyler support is completed.  Post-live services have been scheduled, if applicable. 7.A.c Packet Pg. 114 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 47 / 63 4.7 Phase/Project Closure (Stage 6) – PMI Closure Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project. The City of Gilroy moves into the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Support). 4.7.1 Close Phase/Project The City of Gilroy and Tyler project manager(s) review the list of outstanding Project activities and develop a plan to address them. The Tyler project manager(s) review the Project budget and status of each contract Deliverable with the City of Gilroy project manager(s) prior to closing the Phase or Project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 6 Close Phase/Project TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review outstanding Project activities and develop action plan A R C C C I C I C Review Project budget and status of contract Deliverables A R I I C 7.A.c Packet Pg. 115 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 48 / 63 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the Phase/Project. 4.7.2.1 Phase/Project Closure Stage Deliverables  Phase/Project reconciliation report o Objective: Provide comparison of contract Scope and Project budget. o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if needed. 4.7.2.2 Phase/Project Closure Stage Acceptance Criteria  Outstanding Phase or Project activities have been documented and assigned.  Phase/final Project budget has been reconciled.  Tyler Deliverables for the Phase/Project are complete. 7.A.c Packet Pg. 116 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 49 / 63 5 Roles and Responsibilities 5.1 Tyler Roles and Responsibilities Tyler assigns project manager(s) prior to the start of each Phase of the Project. The project manager(s) assign additional Tyler resources as the schedule develops and as needs arise. One person may fill multiple project roles. 5.1.1 Tyler Executive Management  Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City of Gilroy’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.  Offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions.  Acts as the counterpart to the City of Gilroy’s executive sponsor. 5.1.2 Tyler Implementation Management  Acts as the counterpart to the City of Gilroy steering committee.  Assigns initial Tyler project personnel.  Works to resolve all decisions and/or issues not resolved at the Project Management level as part of the escalation process.  Attends City of Gilroy steering committee meetings as necessary.  Provides support for the project team.  Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources.  Monitors project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of 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. The Tyler Project Manager will be assigned to the project at a 33% dedication level. The Tyler PM will be onsite for the project Stakeholder Presentation, 2 days per quarter throughout the life of the project and for cutover planning sessions. The Tyler PM will devote 13 hours per week to the project management activities for the City of Gilroy, CA.  Contract Management o Validates contract compliance throughout the Project. o Ensures Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Prepares and presents contract milestone sign-offs for acceptance by City of Gilroy project manager(s). 7.A.c Packet Pg. 117 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 50 / 63 o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.  Planning o Update and deliver Implementation Management Plan. o Defines project tasks and resource requirements. o Develops initial project schedule and full-scale Project Plan. o Collaborates with City of Gilroy project manager(s) to plan and schedule project timelines to achieve on-time implementation.  Implementation Management o Tightly manages Scope and budget of Project; establishes process and approval matrix with the City of Gilroy to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Establishes and manages a schedule and resource plan that properly supports the Project Plan that is also in balance with Scope/budget. o Establishes risk/issue tracking/reporting process between the City of Gilroy and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to the City of Gilroy any items that may impact the outcomes of the Project. o Collaborates with the City of Gilroy’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. o Sets a routine communication plan that will aide all project team members, of both the City of Gilroy and Tyler, in understanding the goals, objectives, current status and health of the project.  Team Management o Acts as liaison between project team and Tyler manager(s). o Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and adjusts as necessary. o Interfaces closely with Tyler developers to coordinate program Modification activities. o Coordinates within Scope 3rd party providers to align activities with ongoing project tasks. 5.1.4 Tyler Implementation Consultant The Tyler Implementation Consultant will be assigned to the project at a 60% dedication level.  Completes tasks as assigned by the Tyler project manager(s).  Performs problem solving and troubleshooting.  Follows up on issues identified during sessions.  Documents activities for on site services performed by Tyler.  Provides conversion Validation and error resolution assistance. 7.A.c Packet Pg. 118 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 51 / 63  Recommends guidance for testing Forms and Reports.  Tests software functionality with the City of Gilroy following configuration.  Assists during Production Cutover process and provides production support until the City of Gilroy transitions to Tyler Support.  Provides product related education.  Effectively facilitates training sessions and discussions with City of Gilroy and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time.  Conducts training (configuration, process, conversion Validation) for Power Users and the City of Gilroy’s designated trainers for End Users.  Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project Plan.  Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. 5.1.5 Tyler Sales  Provide sales background information to Implementation during Project initiation.  Support Sales transition to Implementation.  Provide historical information, as needed, throughout implementation. 5.1.6 Tyler Software Support  Manages incoming client issues via phone, email, and online customer incident portal.  Documents and prioritizes issues in Tyler’s Customer Relationship Management (CRM) system.  Provides issue analysis and general product guidance.  Tracks issues and tickets to timely and effective resolution.  Identifies options for resolving reported issues.  Reports and escalates defects to Tyler Development.  Communicates with the City of Gilroy on the status and resolution of reported issues. 5.2 City of Gilroy Roles and Responsibilities City of Gilroy resources will be assigned prior to the start of each Phase of the project. One person may be assigned to multiple project roles. 5.2.1 City of Gilroy Executive Sponsor  Provides clear direction for the Project and how the Project applies to the organization’s overall strategy.  Champions the Project at the executive level to secure buy-in.  Authorizes required Project resources.  Resolves all decisions and/or issues not resolved at the City of Gilroy steering committee level as part of the escalation process.  Actively participates in organizational change communications. 7.A.c Packet Pg. 119 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 52 / 63 5.2.2 City of Gilroy Steering Committee  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.  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.  Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o City of Gilroy Policies 5.2.3 City of Gilroy Project Manager The City of Gilroy 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, and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City of Gilroy project manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from City of Gilroy to participate in discussions and make decisions in a timely fashion to avoid Project delays.  Contract Management o Validates contract compliance throughout the Project. o Ensures invoicing and Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Signs off on contract milestone acknowledgment documents. o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and budgetary compliance.  Planning o Review and acknowledge Implementation Management Plan. o Defines project tasks and resource requirements for City of Gilroy project team. o Collaborates in the development and approval of the initial Project Plan and Project Plan. o Collaborates with Tyler project manager(s) to plan and schedule Project timelines to achieve on-time implementation.  Implementation Management o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. 7.A.c Packet Pg. 120 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 53 / 63 o Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole, that is also in balance with Scope/budget. o Collaborates with Tyler Project manager(s) to establish risk/issue tracking/reporting process between the City of Gilroy and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to Tyler any items that may impact the outcomes of the Project. o 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. o Routinely communicates with both City of Gilroy staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members.  Team Management o Acts as liaison between project team and stakeholders. o Identifies and coordinates all City of Gilroy resources across all modules, Phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and takes corrective action, if needed. o Provides guidance to City of Gilroy technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks. 5.2.4 City of Gilroy 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.  Attends and contributes business process expertise for current/future state analysis sessions.  Identifies and includes additional subject matter experts to participate in Current/Future State Analysis sessions.  Provides business process change support during Power User and End User training.  Completes performance tracking review with client project team on End User competency on trained topics.  Provides Power and End Users with dedicated time to complete required homework tasks.  Act as an ambassador/champion of change for the new process.  Identifies and communicates any additional training needs or scheduling conflicts to City of Gilroy project manager.  Prepares and Validates Forms.  Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: 7.A.c Packet Pg. 121 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 54 / 63 o Task completion o Stakeholder Presentation o Implementation 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 of Gilroy resources o Attendance at scheduled sessions o Change Management activities o Modification specification, demonstrations, testing and approval assistance o Conversion Analysis and Verification Assistance o Decentralized End User Training o Process Testing o User Acceptance Testing 5.2.5 City of Gilroy Power Users  Participate in Project activities as required by the project team and project manager(s).  Provide subject matter expertise on City of Gilroy business processes and requirements.  Act as subject matter experts and attend current/future state and validation sessions as needed.  Attend all scheduled training sessions.  Participate in all required post-training processes as needed throughout Project.  Participate in Conversion Validation.  Test all Application configuration to ensure it satisfies business process requirements.  Become Application experts.  Participate in User Acceptance Testing.  Adopt and support changed procedures.  Complete all Deliverables by the due dates defined in the Project Plan.  Demonstrate competency with Tyler products processing prior to Production Cutover.  Provide knowledge transfer to City of Gilroy staff during and after implementation. 5.2.6 City of Gilroy 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 Plan.  Utilize software to perform job functions at and beyond Production Cutover. 5.2.7 City of Gilroy Technical Support  Coordinates updates and releases with Tyler as needed.  Coordinates the copying of source databases to training/testing databases as needed for training days.  Extracts and transmits conversion data and control reports from City of Gilroy’s Legacy System per the conversion schedule set forth in the Project Plan. 7.A.c Packet Pg. 122 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 55 / 63  Coordinates and adds new users and printers and other Peripherals as needed.  Validates all users understand log-on process and have necessary permission for all training sessions.  Coordinates Interface development for City of Gilroy third party Data Exchanges.  Develops or assists in creating Reports as needed.  Ensures onsite system hardware meets specifications provided by Tyler.  Assists with software Installation as needed. 5.2.8 City of Gilroy Upgrade Coordinator  Becomes familiar with the Software Upgrade process and required steps.  Becomes familiar with Tyler’s releases and updates.  Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City of Gilroy’s Software Upgrade process.  Assists with the Software Upgrade process during implementation.  Manages Software Upgrade activities post-implementation.  Manages Software Upgrade plan activities.  Coordinates Software Upgrade plan activities with City of Gilroy and Tyler resources.  Communicates changes affecting users and department stakeholders.  Obtains department stakeholder sign-offs to upgrade production environment. 5.2.9 City of Gilroy Project Toolset Coordinator  Ensures users have appropriate access to Tyler project toolsets such as Tyler University, Tyler Community, Tyler Product Knowledgebase, SharePoint, etc.  Conducts training on proper use of toolsets.  Validates completion of required assignments using toolsets. 5.2.10 City of Gilroy Change Management Lead  Validates 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. 7.A.c Packet Pg. 123 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 56 / 63 6 Munis Conversion Summary 6.1 Accounting COA  Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts  Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted 6.2 Accounting - Actuals  Summary account balances  Up to 3 years 6.3 Accounting - Budgets  Original budget, budget adjustments, revised budget summaries for accounts  Up to 3 years 6.4 Accounts Payable Master  Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers  Multiple remittance addresses  Year-to-date 1099 amounts 6.5 Accounts Payable - Checks  Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information  Check detail data including related document and invoice numbers for each check  Up to 5 years 6.6 Accounts Payable - Invoices  Invoice header data containing general information for the invoice  Invoice detail data containing line-specific information for the invoice  Up to 5 years 6.7 Contracts  Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. 7.A.c Packet Pg. 124 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 57 / 63  Contract detail including line item account and amount detail 6.8 Capital Assets Master  Asset description, status, acquisition quantity, date and amount, codes for asset class, subclass, department, custodian, flags for capitalization and depreciation, estimated life, serial number, model, model year, depreciation method, life-to-date depreciation amount, last depreciation date, disposal information (if any), purchase information, if any (vendor, PO, Invoice) 6.9 General Billing CID  Customer information 6.10 Project Grant Accounting  Segments, account strings and fund string allocation table  Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted 6.11 Project Grant Accounting - Actuals  Summary project ledger string balances  Up to 3 years 6.12 Project Grant Accounting – Budget  Original project ledger budget amounts  Up to 3 years 6.13 Purchase Orders  Open purchase orders header data including vendor, buyer, date, accounting information, etc.  Open purchase orders detail data including line item descriptions, quantities, amounts, etc. 6.14 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), e-address, marital status, gender, race, personnel status (such as full- time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information 7.A.c Packet Pg. 125 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 58 / 63 6.15 Payroll - Deductions  Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information 6.16 Payroll – Accrual Balances  Employee Accrual Balances including Vacation, Holiday, and other Leave balances  Start of year balance, earned to date, used to date 6.17 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 6.18 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. 6.19 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. 6.20 Payroll – Recruiting  Application requisition applicant master data, plus applicant references, certifications, education, skills, tests, work history, and interviews 6.21 Payroll – PM Action History  A variety of Personnel actions, such as job or salary changes and dates these events occurred.  Up to 5 years 6.22 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 6.23 Payroll – State Retirement Tables  Specific state-required data, plus related service years information, when appropriate 7.A.c Packet Pg. 126 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 59 / 63  Needed for some states 6.24 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 6.25 Payroll – Education  Codes, for institution, type of degree, and area(s) of study 6.26 Utility Billing  Account Master data including previous and current customer owner information- address info, phone, fax, SSN number, FID number, account status, parcel number, location street, apartment, city, state, zip, book number, read sequence, account start and end date, EFT bank information 6.27 Utility Billing –Services  Service data for each account including service codes, status, type, factor, condo units, bill cycle codes, budget information, winter usage, meter readings (current and previous), meter usage (current and previous), sales tax information 6.28 Utility Billing –Assessments  Assessments are improvement costs that are spread across to property owner  Utility Billing conversion option 4 (balance forward AR) must also be purchased in order to convert assessments 6.29 Utility Billing –Consumption History  History of meter readings, usage, read dates, usage days, bill amounts, bill dates, read codes  Up to 5 years 6.30 Utility Billing –Balance Forward AR  Total balance due on the account, or by charge code  If late penalties will be applied in Munis after the conversion, balance forward amounts must be converted by charge code 6.31 Utility Billing –Service Orders  Service Orders data associated with accounts, including meter repairs, checks for leaky meter, reread a meter due to high reading 7.A.c Packet Pg. 127 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 60 / 63 6.32 Utility Billing –Backflow  Account information, backflow device information, backflow type, and backflow violations 7.A.c Packet Pg. 128 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 61 / 63 7 Glossary Word or Term Definition Application A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user. Change Control A systematic approach for managing change governing how Change Requests will be received, assessed and acted on. Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved. The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one. 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 revised and agreed upon by participating parties. Consumables Items that are used on a recurring basis, usually by Peripherals. Examples: paper stock or scanner cleaning kits. Control Point Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage. Cutover The point when a client begins using Tyler software in production. Data Exchange A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software. Data Mapping The process of mapping fields from the Legacy System to the appropriate location in the new system from one or more sources. Deliverable A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) or vendor at a specific time. End User The person for whom the software is designed to use on a day-to-day basis. Forms A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens). Imports and Exports A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout. Interface A real-time or automated exchange of data between two systems. 7.A.c Packet Pg. 129 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 62 / 63 Install References the initial installation of software files on client services and preparing the software for use during configuration. The version currently available for general release will always be used during the initial install. Legacy System The system from which a client is converting. Modification Modification of software program package to provide individual client requirements documented within the Scope of the Agreement. Peripherals An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera. Phase A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler project manager and Tyler project team or different individuals assigned. Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria. Project The Project includes all implementation activity from Plan & Initiate to Closure for all products, Applications and functionality included in a single Agreement. The Project may be broken down into multiple Phases. Project Plan The Project Plan serves as the master blueprint for the Project. As developed, the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client project manager to discuss Scope, information needed for project scheduling and resources. Questionnaire A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation. RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process. Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Scope Products and services that are included in the Agreement. 7.A.c Packet Pg. 130 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) 63 / 63 Software Upgrade References the act of updating software files to a newer software release. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete. Stakeholder Presentation Representatives of the Tyler implementation team will meet with key client representatives to present high level Project expectations and outline how Tyler and the Client can successfully partner to create an environment for a successful implementation. Standard Included in the base software (out of the box) package. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project -specific activities and Deliverables Tyler will provide to the client. Test Plan Describes the testing process. Includes “Test Cases” to guide the users through the testing process. Test cases are meant to be a baseline for core processes; the client is expected to supplement with client specific scenarios and processes. 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. Appendix A – Standard Reports 7.A.c Packet Pg. 131 Attachment: Exhibit E - Statement of Work (2567 : Contract Award for ERP to Tyler Technologies) City of Gilroy STAFF REPORT Agenda Item Title: Award of a Seven Year Contract in the Amount of $1,609,603 to Tyler Technologies Inc. for the Purchase and Implementation of a Land Management System Including Annual Maintenance and License Fees Meeting Date: February 3, 2020 From: Gabriel Gonzalez, City Administrator Department: Community Development Department Submitted By: Karen Garner Prepared By: Karen Garner Sue O'Strander Strategic Plan Goals  Fiscal Stability ☐ Downtown Revitalization  Economic Development ☐ Neighborhood Services ☐ Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION a) Award a seven year contract to Tyler Technologies Inc. in the amount of $1,609,603 for the purchase and implementation of a new land management system supporting development and inspection services, with a first year implementation cost of $584,479 and six years of annual maintenance and license fees in the amount of $170,854. b) Authorize the City Administrator to make minor edits and adjustments to the contract language (not including term and cost), and execute the agreement and associated documents. EXECUTIVE SUMMARY 7.B Packet Pg. 132 The City’s current Land Management System (LMS), SunGard, is antiquated and hampers staff’s ability to provide desired levels of customer service. A robust LMS is not only a key component in the efficient and effective delivery of development services, it is an expectation of our customers. The new LMS, along with planned customer service and process improvements will greatly enhance the delivery of service for Planning, Building, Fire Prevention and Pre-Treatment, Code Enforcement and Development Engineering. In June 2017, the City Council adopted a budget that included a one-time expenditure of $1 million to replace the current LMS and provide improved and updated services supporting the development community. This appropriation not only included funds for the actual software, but also included funding for professional project consulting services required to ensure that the project achieves its primary goal – to replace the City’s outdated land management system with a system that best serves customer and staff needs. Staff proceeded with some initial research on available systems prior to Council approval of a contract with SDI Presence in April 2018 for project management services. SDI worked closely with staff to further evaluate the department’s needs and desired outcomes. This information was used to prepare a Request for Proposal (RFP). In April 2019, the City initiated a Request for Proposal (RFP) process and received seven responses. Following a review of the proposals, evaluation of vendor presentations, and a thorough background and reference check process, Tyler Technologies and their EnerGov system rose to the top. For the past few months, staff has been working with SDI and Tyler Technologies to finalize contract details to ensure the best system and process for the City’s needs. Staff is now bringing forward a recommendation to award a contract to Tyler Technologies, Inc. BACKGROUND The existing SunGard system was purchased more than 20 years ago and for the past several years has received minimal vendor support. In addition, there is no upgrade available to provide basic contemporary functions, such as electronic plan submittals or real-time data for field inspections. Specific functions and benefits the new LMS will provide include:  Automated 24-hour access for customers to schedule inspections or review the status of a permit or complaint.  Plans can be uploaded by customers and reviewed by staff electronically, resulting in cost-savings for applicants and greatly reduced paper copies.  Electronic review of plans by staff will improve internal coordination and collaboration on project reviews. 7.B Packet Pg. 133  Comprehensive repository of land use data – currently data is stored in various source locations which makes background research difficult (e.g. SunGard, Access, microfiche, paper files, and older systems that are no longer supported).  Elimination of many current “work-arounds” to obtain data metrics and analysis.  User-friendly interface to promote use of online access to City services.  More user-friendly system, including a customizable dashboard for each staff member to easily track assigned projects and ensure target dates are met.  New public interface with self-service portals, providing opportunities for automated processes and more efficient workflows.  Improved transparency and communication including the ability for customers to monitor projects and permit status 24/7.  Central point of data entry improves consistency and eliminates redundancy and potential for error due to re-keying duplicative information.  Access and updates to property data can be real-time for field staff, resulting in more efficiency and effectiveness of that inspector. Tyler’s EnerGov includes a suite of modules that will expedite and automate many City processes relating to various development functions. Specific processes that will benefit with implementation of this software include regulatory reviews, approvals, permit issuance, renewals, and compliance/enforcement. In addition to staff efficiencies, the system will also improve communication with applicants where they can receive project status updates. Applicants using their portal will have the ability to communicate with staff, submit plans, and check the status of their submittals. Tyler expects implementation of the new LMS can be completed in about 14 months. Where there is typically a 90 day ramp up period, Tyler has indicated that, should the City Council approve the contract, they can initiate Gilroy’s LMS project schedule immediately. The necessary steps to accomplish the work are generally summarized in the following 5 stages: 1. Initiate & Plan 3 months 2. Assess & Define 1.5 months 3. Build & Validate 8 months 4. Test & Train 1.5 months 5. Production Cutover 2 weeks While the contract is in a final draft form, the total contract amount and term have been agreed upon and are finalized. Both staff and the Tyler team are anxious to expedite implementation of the new LMS. As such, staff recommends that City Council grant the 7.B Packet Pg. 134 City Administrator authority to negotiate minor provisions within the final contract. The ability for the City Administrator to have the authority to finalize minor contract language ensures that the project can begin implementation as early as February 2020. With a February start date, it is estimated the new LMS will be in place by May 2021. During that time, staff will also be implementing other process and customer service improvements. Staff will provide updates to the City Council on the status of both LMS implementation and other improvements on a regular basis. ALTERNATIVES Council could reject the staff recommendation and not award the contract to Tyler Technologies, however, this is not recommended because staff has spent the last two years conducting a thorough analysis and evaluation of options and has determined that Tyler Technologies will best serve the City’s needs. Rejection of the award would also delay staff’s ability to implement desired service improvements. FISCAL IMPACT/FUNDING SOURCE In June 2017, the City Council approved $1 million from General Fund unassigned fund balance for the purchase of the ERP. The previously approved contract with SDI for $232,950 leaves a balance of $767,050. The LMS system and associated initial costs are expected to be $584,479, leaving a balance of $182,571. The remaining $182,571 in available project funds could be allocated towards ongoing license fees or remain in the Information Technology (IT) fund balance. Use of leftover funds will be submitted via future budget recommendations. The total amount of the Tyler LMS contract is $1,609,603, however, $1,025,124 is for the next six-years of ongoing annual license fees and those costs were not part of the original budget allocation, nor are those costs being asked to be funded at this time. It should be noted that it is industry standard for the parties to agree to long -term maintenance agreements and allows cities to “lock in” and plan for annual costs. As is the current practice with the City’s current LMS vendor Sungard, the $170,854 in annual license fees will be included in future recommended budgets. It should be noted that currently, Land Management and ERP annual maintenance fees with Sungard are not separated – going forward, both the ERP and LMS will pay separate costs. As part of the City’s upcoming comprehensive fee schedule update, a new technology fee will be proposed which distributes licensing and maintenance costs to all that use and benefit from the LMS system. Land Management System Financials Adopted Council Budget $1,000,000 7.B Packet Pg. 135 SDI Project Management ($232,950) Software Purchase/Implementation ($548,779) Estimated Travel Expenses/Tyler ($35,700) Remaining Budget $182,571 Ongoing Annual Cost Increase $170,854 Total Contract Commitment w/Tyler Software Purchase/Implementation* $548,779 Remaining 6 yrs Service Agreement $1,025,124 (@170,854 annually) Total Contractual Agreement $1,573,903 Estimated Travel Expenses/Tyler $35,700 TOTAL COSTS $1,609,603 *includes cost of first year of service agreement CONCLUSION Staff has completed a thorough evaluation of several LMS vendors and recommends that the City Council award a seven-year contract to Tyler Technologies, Inc. to replace the City’s current outdated and unsupported LMS. NEXT STEPS Should City Council approve the contract, Tyler has committed to begin impleme ntation immediately, as early as February 2020. Staff will provide Council with regular updates on progress. Attachments: 1. Gilroy LMS SaaS Contract - DRAFT 2. Gilroy LMS Scope of Work - DRAFT 7.B Packet Pg. 136 1 SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. (“Tyler”) and Gilroy, California (“Client”). WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A – DEFINITIONS  “Agreement” means this Software as a 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 Gilroy, California.  “Data” means your data necessary to utilize the Tyler Software.  “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.  “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.  “Defined Users” means the number of named users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary.  “Developer” means a third party who owns the intellectual property rights to Third Party Software.  “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation.  “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.  “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.  “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.  “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. 7.B.a Packet Pg. 137 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 2  “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary.  “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services.  “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.  “Statement of Work” means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E.  “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.  “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.  “Third Party Products” means the Third Party Software and Third Party Hardware.  “Third Party Services” means the third party services, if any, identified in the Investment Summary.  “Third Party Software” means the third party software, if any, identified in the Investment Summary.  “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D.  “Tyler” means Tyler Technologies, Inc., a Delaware corporation.  “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.  “we”, “us”, “our” and similar terms mean Tyler.  “you” and similar terms mean Client. SECTION B – SAAS SERVICES 1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download. 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount 7.B.a Packet Pg. 138 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 3 of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. 3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 6. SaaS Services. 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. 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. 6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and 7.B.a Packet Pg. 139 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 4 the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of your Data has been lost or damaged due to an act or omission of Tyler or its subcontractors or due to a defect in Tyler’s software, we will use best commercial efforts to restore all the Data on servers in accordance with the architectural design’s capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall the recovery point objective (“RPO”) exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your Data may be lost, measured in relation to a disaster we declare, said declaration will not be unreasonably withheld. 6.4 In the event we declare a disaster, our Recovery Time Objective (“RTO”) is twenty-four (24) hours. For purposes of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the Tyler Software must be restored. 6.5 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 6.7 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data. 6.8 We provide secure Data transmission paths between each of your workstations and our servers. 6.9 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 6.10 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 7.B.a Packet Pg. 140 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 5 Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. SECTION C – OTHER PROFESSIONAL SERVICES 1. Other Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project 7.B.a Packet Pg. 141 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 6 deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to the then-current version and the immediately prior version); 9.2 provide telephone support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all major and minor releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with our then-current release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then- current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice. 7.B.a Packet Pg. 142 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 7 SECTION D – THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F – TERM AND TERMINATION 1. Term. The initial term of this Agreement is seven (7) years from the first day of the first month 7.B.a Packet Pg. 143 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 8 following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 2.5 Fees for Termination without Cause during Initial Term. If you terminate this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the following early termination fees: a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the SaaS Fees then due for the remainder of the initial term; b. if you terminate during the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 15% of the SaaS Fees then due for the remainder of the initial term; and c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 10% of the SaaS Fees then due for the remainder of the initial term. 7.B.a Packet Pg. 144 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 9 SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and 7.B.a Packet Pg. 145 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 10 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. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000 on a per occurrence basis; (b) Automobile Liability of at least $1,000,000 on a per occurrence basis; (c) Professional Liability of at least $1,000,000 on a claims made basis; (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. Tyler will provide the Client notice within thirty (30) days of non-renewal or cancellation. Tyler agrees that Tyler’s insurance coverage is primary for claims under Tyler’s Commercial General Liability or Automobile policies that arise out of and relate to the Agreement and are between Tyler and the Client. We will provide you with copies of certificates of insurance annually, upon the Agreement anniversary. SECTION H – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12)twenty-four (24) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)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. 7.B.a Packet Pg. 146 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 11 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12)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 shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction in the State of California. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. 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 7.B.a Packet Pg. 147 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 12 party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 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 7.B.a Packet Pg. 148 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 13 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 for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 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. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Service Level Agreement Schedule 1: Support Call Process Exhibit D Third Party Terms Exhibit E Statement of Work 7.B.a Packet Pg. 149 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 14 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. Gilroy, CA By: By: Name: Name: Title: Title: Date: Date: Address for Notices: Address for Notices: Tyler Technologies, Inc. City of Gilroy One Tyler Drive 7351 Rosanna Street Yarmouth, ME 04096 Gilroy, CA 95020 Attention: Chief Legal Officer Attention: Gabriel A. Gonzales__________ 7.B.a Packet Pg. 150 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit A 1 Exhibit A Investment Summary The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Tyler sales quotation to be inserted prior to Agreement execution. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 7.B.a Packet Pg. 151 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit B 1 Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the first seven (7) years of the initial term are set forth in the Investment Summary. Following the initial term, Tyler agrees to cap increases to annual SaaS Fees for subsequent years 2-4 of the initial termYears 8-10 to 5% over the preceding year’s SaaS Fees. Upon expiration of the initial termThereafter, your annual SaaS fees will be at our then-current rates. 2. Other Tyler Software and Services. 2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 2.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the 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 7.B.a Packet Pg. 152 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit B 2 still report Defects to us as set forth in this Agreement. 2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. 2.7 Change Management Services: If you have purchased any change management services, those services will be invoiced in the following amounts and upon the following milestones: Acceptance of Change Management Discovery Analysis 15% Delivery of Change Management Plan and Strategy Presentation 10% Acceptance of Executive Playbook 15% Acceptance of Resistance Management Plan 15% Acceptance of Procedural Change Communications Plan 10% Change Management Coach Training 20% Change Management After-Action Review 15% 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 4. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy. Our current Business Travel Policy is attached to this Exhibit B 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. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 7.B.a Packet Pg. 153 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit B 3 Beneficiary: Tyler Technologies, Inc. – Operating 7.B.a Packet Pg. 154 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 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. 7.B.a Packet Pg. 155 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 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. 7.B.a Packet Pg. 156 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 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. 7.B.a Packet Pg. 157 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) 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. 7.B.a Packet Pg. 158 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit C 1 Exhibit C SERVICE LEVEL AGREEMENT I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with percentages rounded to the nearest whole number. 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 which the Tyler Software is not available for your use. Downtime does not include those instances in which only a Defect is present. 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 maintenance windows, Client Error Incidents and Force Majeure. III. Service Availability The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals and measures whether we have met those goals by tracking Attainment. 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 incident number. You must document, in writing, all Downtime that you have experienced during a calendar quarter. You must deliver such documentation to us within 30 days of a quarter’s end. The documentation you provide must evidence the Downtime clearly and convincingly. It must include, for example, the support incident number(s) and the date, time and duration of the Downtime(s). b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of a Client 7.B.a Packet Pg. 159 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit C 2 Error Incident or Force Majeure). We will also work with you to resume normal operations. Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and support tickets to confirm that Downtime for which we were responsible indeed occurred. We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below. c. Client Relief When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief Schedule below. Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 5% of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one or more quarters of a billing cycle 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. Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly basis: Targeted Attainment Actual Attainment Client Relief 100% 98-9999.00- 99.99% Remedial action will be taken. 100% 95-9797.00- 98.99% 4% credit of fee for affected calendar quarter will be posted to next billing cycle 100% 95.00-96.99% 5% credit of fee for affected calendar quarter will be posted to next billing cycle 100% <95% A credit corresponding to the percentage Downtime to Service Availability (i.e. if Downtime to Service Availability = 85%, the credit of fees shall be 15%), but an amount equal to not less than 510% credit of fee for affected calendar quarter will be posted to next billing cycle You may request a report from us that documents the preceding quarter’s Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued. IV. Applicability The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and Force Majeure. We perform 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. 7.B.a Packet Pg. 160 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit C 3 V. Force Majeure You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request that said failure be excused. That writing will at least include the essential details and circumstances supporting our request for relief pursuant to this Section. You will not unreasonably withhold its acceptance of such a request. 7.B.a Packet Pg. 161 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit C Schedule 1 1 Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community – an on-line resource, 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. (2) On-line submission (portal) – for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email – for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support. 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 and other information including support contact information. (2) Tyler Community – available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase – A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates – where development activity is made available for client consumption 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). Clients may receive coverage across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day 7.B.a Packet Pg. 162 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit C Schedule 1 2 Issue Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler’s website or by calling software support directly. Incident Priority Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The client is responsible for reasonably setting 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 responses and resolutions. 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 support incident. 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. 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 support incident. 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 support incident. 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. For non-hosted customers, Tyler’s responsibility for lost or corrupted Data is limited to assisting the client in restoring its last available database. 7.B.a Packet Pg. 163 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit C Schedule 1 3 Priority Level Characteristics of Support Incident Resolution Targets 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days. Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. Incident Escalation Tyler Technology’s software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client’s needs. On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods: (1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to escalate an issue through management channels as described above. (2) Email – clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client’s database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Support is able to quickly connect to the client’s desktop 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. 7.B.a Packet Pg. 164 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit D 1 Exhibit D MyGovPay/VirtualPay and IVR 1. MyGovPay/VirtualPay Licensing. Access to MyGovPay and/or Virtual Pay is hereby granted if Customer elects to use MyGovPay or VirtualPay, products of Tyler Technologies (Powered by Persolvent), designed for Citizen Users to use for processing online payments. (a) Special MyGovPay/VirtualPay Definitions. “Merchant Agreement” means the agreement between Customer and Persolvent that provides for the Merchant Fees. “Merchant Fees” means direct costs levied by Visa/Mastercard/Discover or other payment card companies for Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies has no authority. “MyGovPay” means the Product of Tyler Technologies that allows members of the public to pay for Customer’s services with a credit or other payment card on the Customer’s citizen-facing web portal. “Persolvent” means Persolvent, formerly BankCard Services Worldwide, a Payment Card Industry (PCI) compliant processing agent through which the EnerGov Software passes credit card transactions. “Use Fees” means the Technology Fees, Authorization Fees and Program/Convenience Fees as listed in Use Fees Table in Section 2, titled MyGovPay/VirtualPay. “VirtualPay” means the Product of Tyler Technologies that allows the Customer to accept and process citizen user’s credit or other payment card using the EnerGov Software. (b) Conditions of Use. If customer elects to use MyGovPay and/or VirtualPay the following terms apply: (1) Customer must apply for and agree to a Merchant Agreement with Persolvent. (2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in Section 2. (3) Customer agrees that Use Fees are separate from and independent of Merchant Fees. (4) Customer agrees that this Agreement does not represent any modification to Customer’s Merchant Agreement with Persolvent. (5) Customer agrees that Use Fees are for use on the MyGovPay/VirtualPay online system and will not be deposited or owed to Customer in any way. (6) Customer agrees that MyGovPay’s and VirtualPay’s ability to assess Use Fees is dictated by the Card Associations whose rules may change at any time and for any reason. If MyGovPay and/or VirtualPay, for any reason, are unable to process payments using Use Fees, Customer agrees that MyGovPay/VirtualPay reserves the right to negotiate a new pricing model with Customer for the continued use of MyGovPay and/or VirtualPay. 2. MyGovPay/VirtualPay Fees. Customer agrees that the Use Fees set forth on the following page will apply if Customer elects to use MyGovPay/VirtualPay. USE FEES TABLE FOLLOWS ON NEXT PAGE 7.B.a Packet Pg. 165 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit D 2 Use Fees EnerGov’s MyGovPay (Online / card-not-present payments)** MyGovPay (Online Payments) MyGovPay (Online Payments) Percentage Based Fee + Transaction Fee Option 1: Government Entity Paid 2.79% $0.20 Option 2: Patron Paid 3.29% N/A **ACH processing is available for a fee of $20 per month and $0.30 per transaction. EnerGov’s VirtualPay (retail card present) VirtualPay (Retail Payments) Virtual Pay (Retail Payments) Percentage Based Fee + Transaction Fee Option 1: Government Entity Paid 2.59% $0.15 Option 2: Patron Paid 2.99% N/A Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $30, Contractor reserves the right to apply an additional $0.20 service fee above the quoted rates above. 3. Interactive Voice Response (“IVR”). If IVR is selected by Customer and included in the pricing, the following additional terms and conditions shall apply of this Agreement: (a) Network Security. Customer acknowledges that a third-party is used by Tyler Technologies to process IVR Data. Customer’s content will pass through and be stored on the third-party servers and will not be segregated or in a separate physical location from servers on which other customers’ content is or will be transmitted or stored. (b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of content to be used solely in conjunction with the EnerGov Software. (c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose. (d) Critical Application. Customer will not use the IVR system for any life-support application or other critical application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support system, and delays in getting medicate care or other emergency services. (e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be knowingly transmitted by Customer or Users. (f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR IVR. 7.B.a Packet Pg. 166 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Exhibit E 1 Exhibit E Statement of Work Statement of Work, if applicable, to be inserted prior to Agreement execution. 7.B.a Packet Pg. 167 Attachment: Gilroy LMS SaaS Contract - DRAFT (2572 : Contract Award to Tyler for Land Management System) Revised: 3/1/2019 Statement of Work Tyler Technologies Prepared for: City of Gilroy 7351 Rosanna Street, Gilroy, CA 95020 Prepared by: Chuck Newberry 2160 Satellite Blvd., Suite 300, Duluth, GA 30097 Tyler Technologies, Inc. www.tylertech.com 7.B.b Packet Pg. 168 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 2 / 63 Table of Contents 1 Executive Summary ............................................................................................................................... 6 1.1 Project Overview ........................................................................................................................... 6 1.2 Product Summary ......................................................................................................................... 6 1.3 Project Timeline ............................................................................................................................ 7 1.4 Project Methodology Overview .................................................................................................... 7 2 Project Governance............................................................................................................................... 8 2.1 Client Governance ......................................................................................................................... 8 2.1.1 Client Project Manager ......................................................................................................... 8 2.1.2 Steering Committee .............................................................................................................. 8 2.1.3 Executive Sponsor(s) ............................................................................................................. 9 2.2 Tyler Governance .......................................................................................................................... 9 2.2.1 Tyler Project Manager ........................................................................................................... 9 2.2.2 Tyler Implementation Management ..................................................................................... 9 2.2.3 Tyler Executive Management ............................................................................................... 9 2.2.4 Tyler Escalation Process ...................................................................................................... 10 2.3 Acceptance and Acknowledgment Process ................................................................................ 10 3 Overall Project Assumptions ............................................................................................................... 11 3.1 Project, Resources and Scheduling ............................................................................................. 11 3.2 Data Conversion .......................................................................................................................... 12 3.3 Data Exchanges, Modifications, Forms and Reports .................................................................. 12 3.4 Hardware and Software .............................................................................................................. 13 3.5 Education .................................................................................................................................... 13 4 Implementation Stages ....................................................................................................................... 14 4.1 Work Breakdown Structure (WBS) ............................................................................................. 14 4.2 Initiate & Plan (Stage 1) – PMI Initiate and Plan ......................................................................... 16 4.2.1 Tyler Internal Coordination & Planning .............................................................................. 16 4.2.2 System Infrastructure Planning ........................................................................................... 17 4.2.3 Project/Phase Planning ....................................................................................................... 18 4.2.4 Project Schedule ................................................................................................................. 19 7.B.b Packet Pg. 169 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 3 / 63 4.2.5 Stakeholder Presentation ................................................................................................... 20 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance .............................................................. 21 4.3 Assess & Define (Stage 2) – PMI Execution ................................................................................. 22 4.3.1 Fundamentals Review ......................................................................................................... 22 4.3.2 Current/Future State Analysis ............................................................................................. 23 4.3.3 Data Conversion Planning & Mapping ................................................................................ 24 4.3.4 Standard 3rd Party Data Exchange Planning....................................................................... 25 4.3.5 Modification Analysis & Specification, if contracted .......................................................... 27 4.3.6 Forms & Reports Planning .................................................................................................. 28 4.3.7 System Deployment ............................................................................................................ 29 4.3.8 Control Point 2: Assess & Define Stage Acceptance ........................................................... 30 4.4 Build & Validate (Stage 3) – PMI Execution ................................................................................ 32 4.4.1 Configuration & Power User Training ................................................................................. 32 4.4.2 Data Conversion & Validation ............................................................................................ 33 4.4.3 Standard 3rd Party Data Exchange Validation .................................................................... 34 4.4.4 Modification Delivery & Validation, if contracted .............................................................. 35 4.4.5 Forms & Reports Validation ................................................................................................ 36 4.4.6 Control Point 3: Build & Validate Stage Acceptance ........................................................... 37 4.5 Final Testing & Training (Stage 4) – PMI Monitor and Control ................................................... 38 4.5.1 Cutover Planning ................................................................................................................. 38 4.5.2 User Acceptance Testing (UAT) ........................................................................................... 39 4.5.3 End User Training ................................................................................................................ 40 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance ............................................... 41 4.6 Production Cutover (Stage 5) – PMI Monitor and Control ......................................................... 42 4.6.1 Final Data Conversion, if applicable .................................................................................... 42 4.6.2 Production Processing & Assistance ................................................................................... 43 4.6.3 Transition to Tyler Support ................................................................................................. 44 4.6.4 Schedule Post-Production Services, if applicable ............................................................... 45 4.6.5 Control Point 5: Production Cutover Stage Acceptance ..................................................... 46 4.7 Phase/Project Closure (Stage 6) – PMI Closure .......................................................................... 47 4.7.1 Close Phase/Project ............................................................................................................ 47 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance ................................................. 48 7.B.b Packet Pg. 170 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 4 / 63 5 Roles and Responsibilities ................................................................................................................... 49 5.1 Tyler Roles and Responsibilities .................................................................................................. 49 5.1.1 Tyler Executive Management ............................................................................................. 49 5.1.2 Tyler Implementation Management ................................................................................... 49 5.1.3 Tyler Project Manager ......................................................................................................... 49 5.1.4 Tyler Implementation Consultant ....................................................................................... 50 5.1.5 Tyler Sales ........................................................................................................................... 51 5.1.6 Tyler Software Support ....................................................................................................... 51 5.1.7 Tyler Subject Matter Expert ................................................................................................ 51 5.1.8 Tyler Data Conversion Experts ............................................................................................ 52 5.1.9 Tyler Reports/Forms Experts .............................................................................................. 52 5.1.10 Tyler Trainer ........................................................................................................................ 52 5.2 City Roles and Responsibilities .................................................................................................... 52 5.2.1 City Executive Sponsor ........................................................................................................ 52 5.2.2 City Steering Committee ..................................................................................................... 52 5.2.3 City Project Manager .......................................................................................................... 53 5.2.4 City Functional Leads .......................................................................................................... 54 5.2.5 City Power Users ................................................................................................................. 55 5.2.6 City End Users ..................................................................................................................... 55 5.2.7 City Technical Support ........................................................................................................ 55 5.2.8 City Upgrade Coordinator ................................................................................................... 56 5.2.9 City Project Toolset Coordinator ......................................................................................... 56 5.2.10 City Change Management Lead .......................................................................................... 56 6 Glossary ............................................................................................................................................... 57 7 Tyler Resources Purchased ................................................................................................................. 60 7.1.1 Business Scope (Transactions and Automation) ................................................................. 60 7.1.2 “Business transaction” is defined by:.................................................................................. 60 7.1.3 “Template” transaction is defined by: ................................................................................ 60 7.1.4 “Geo-Rule” is defined by: .................................................................................................... 60 7.1.5 “Intelligent Object (IO)” is defined by: ................................................................................ 61 7.1.6 “Intelligent Automation Agent (IAA)” is defined by:........................................................... 61 7.1.7 “EnerGov SDK API (Toolkits)” are defined by: .................................................................... 61 7.B.b Packet Pg. 171 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 5 / 63 8 EnerGov Conversion Summary ........................................................................................................... 62 8.1 Community Development: Permits ............................................................................................ 62 8.2 Business Management ................................................................................................................ 62 8.3 Community Development: Code Cases ...................................................................................... 63 8.4 Community Development: Plans ................................................................................................ 63 7.B.b Packet Pg. 172 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 6 / 63 1 Executive Summary 1.1 Project Overview The Statement of Work (SOW) documents the Project Scope, methodology, roles and responsibilities, implementation Stages, and deliverables for the implementation of Tyler products. The Project goals are to offer City of Gilroy the opportunity to make the City more accessible and responsive to external and internal customer needs and more efficient in its operations through: Streamlining, automating, and integrating business processes and practices Providing tools to produce and access information in a real-time environment Enabling and empowering users to become more efficient, productive and responsive Successfully overcoming current challenges and meeting future goals 1.2 Product Summary Below, is a summary of the products included in this Project, as well as reference to the City’s functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information containing detailed service components. [PRODUCT] [APPLICATION] EnerGov Community Development Suite EnerGov Business Management Suite EnerGov Community Health Tyler 311 Extensions: [PRODUCT] [APPLICATION] EnerGov Business Management SDK EnerGov Central Cashiering SDK EnerGov Citizen Self Service – Business Management EnerGov Citizen Self Service – Community Development EnerGov Community Development SDK EnerGov e-Reviews EnerGov Intelligent Automation Agent EnerGov Intelligent Objects EnerGov My GovPay EnerGov O-Data EnerGov Report Toolkit EnerGov Standard Technical Support EnerGov Unlimited iG Workforce App Access EnerGov VirtualPay Tyler GIS 7.B.b Packet Pg. 173 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 7 / 63 1.3 Project Timeline The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements. 1.4 Project Methodology Overview Tyler bases its implementation methodology on the Project Management Institute’s (PMI) Process Groups (Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed a 6-stage process specifically designed to focus on critical project success measurement factors. 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. 7.B.b Packet Pg. 174 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 8 / 63 2 Project Governance The purpose of this section is to define the resources required to adequately establish 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 also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational Change Management activities. The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The path below illustrates an overall team perspective where Tyler and the City collaborate to resolve project challenges according to defined escalation paths. In the event 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. 2.1 Client Governance Depending on the City’s organizational structure and size, the following governance roles may be filled by one or more people: 2.1.1 Client Project Manager The City’s project manager(s) coordinate project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler. The City project manager(s) will be responsible for reporting to the City steering committee and determining appropriate escalation points. 2.1.2 Steering Committee The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project’s value throughout the organization. Oversees the City project manager(s) and the Project and 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 provides support to the City project manager(s) by communicating the importance of the Project to all impacted departments. The City steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the 7.B.b Packet Pg. 175 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 9 / 63 project team, for making timely decisions on critical project issues or policy decisions. The City steering committee also serves as primary level of issue resolution for the Project. 2.1.3 Executive Sponsor(s) The City’s executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project’s 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, in order 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. 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team members, subject matter experts, the overall implementation schedule, and serves as the primary point of contact with the City. As requested by the City, the Tyler project manager(s) provide regular updates to the City’s steering committee and other Tyler governance members. 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with the City management, as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. The name(s) and contact information for this resource will be provided and available to the project team. 2.2.3 Tyler Executive Management 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, in order to escalate and facilitate implementation project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the project team. 7.B.b Packet Pg. 176 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 10 / 63 2.2.4 Tyler Escalation Process The Escalation Path is noted below. The names of the Tyler employees currently in these roles will be noted on the project Share Point site. Escalated issues will be tracked via the Issues and Actions list which will set a mutually agreed upon date for response. 1. Tyler Project Manager 2. Implementation Manager 3. Director of Professional Services 4. VP of Implementation for EnerGov 2.3 Acceptance and Acknowledgment Process All Deliverables and Control Points must be accepted or acknowledged following the process below. Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at the time of delivery. The following process will be used for accepting or acknowledging Deliverables and Control Points:  The City shall have ten (10) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept or acknowledge each Deliverable or Control Point. If the City does not provide acceptance or acknowledgement within Ten (10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.  If the City does not agree the particular Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within ten (10) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.  Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have five (5) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City 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. 7.B.b Packet Pg. 177 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 11 / 63 3 Overall Project Assumptions 3.1 Project, Resources and Scheduling  Project activities will begin after the Agreement has been fully executed.  The City has the ability to allocate additional internal resources if needed. The City also ensures the alignment of their budget and Scope expectations.  The City and Tyler ensure that the assigned resources are available, they buy-into the change process, and they possess the required business knowledge to complete their assigned tasks successfully. Tyler will provide resource resumes for the Project Manager and Lead Consultant positions to the City to review. Should there be a change in resources, the replacement resource should have a comparable level of availability, buy-in, and knowledge.  Tyler and City provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.  Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled.  Changes to Project Plan, availability of resources or changes in Scope may result in schedule delays, which may result in additional charges to the Project; no additional amounts will be owed by the City when Tyler-initiated changes to the Project Plan or availability of Tyler resources result in schedule delays.  Tyler provides a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days prior to any scheduled on-site or remote sessions.  Tyler provides notice of any prerequisites to the City project manager(s) a minimum of ten (10) business days prior to any key deliverable due dates.  City users complete prerequisites prior to applicable scheduled activities.  Tyler provides guidance for configuration and processing options available within the Tyler software. The City is responsible for making decisions based on the options available.  In the event the City may elect to add and/or modify current business policies during the course of this Project, such policy changes are solely the City’s responsibility to define, document, and implement.  The City makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decision due dates will be mutually agreed to and reflected in the project Issues and Actions List. Decisions left unmade may affect the schedule, as each analysis and implementation session builds on the decisions made in prior sessions. 7.B.b Packet Pg. 178 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 12 / 63  Tyler considers additional services out of Scope and requires additional time and costs be requested via Change Request approved through the Change Control process.  The City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Plan. Due dates for information requests will be mutually agreed to and reflected in the project Issues and Actions List. 3.2 Data Conversion  The City is readily able to produce the data files needed for conversion from the Legacy System in order to provide them to Tyler on the specified due date(s) as reflected in the Project Plan.  Each Legacy System data file submitted for conversion includes all associated records in a single approved file layout.  The City understands the Legacy System data extract(s) must be provided to Tyler in the same format each time 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.  During this process, the City may need to correct data scenarios in the Legacy System prior to the final data pull. Tyler will provide guidance to the City on this, as it is a complex activity and requires due diligence by the City to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. Tyler will provide a data conversion crosswalk that indicates where specific data is to reside in EnerGov which is known as the Data Conversion Mapping Document. 3.3 Data Exchanges, Modifications, Forms and Reports  The City ensures the 3rd party data received conforms to a Tyler standard format.  The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received.  Client is on a supported, compatible version of the 3rd party software or Tyler standard Data Exchange tools may not be available.  The City is willing to make reasonable business process changes rather than expecting the product to conform to every aspect of their current system/process.  Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for project Phases. Modification requests not in Scope must follow the Project Change Request process. 7.B.b Packet Pg. 179 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 13 / 63 3.4 Hardware and Software  Tyler will initially Install the most current generally available version of the purchased Tyler software.  The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler project staff.  The City has in place all hardware, software, and technical infrastructure necessary to support the Project.  The City’s system hardware and software meet Tyler standards to ensure sufficient speed and operability of Tyler software. Tyler will not support use of software if the City does not meet minimum standards of Tyler’s published specifications. 3.5 Education  Throughout the Project lifecycle, the City provides a training room for Tyler staff to transfer knowledge to the City’s resources, for both onsite and remote sessions. The City will provide staff with a location to practice what they have learned without distraction. If Phases overlap, the City will provide multiple training facilities to allow for independent sessions scheduling without conflict.  The training room is set up in a classroom setting. The City determines the number of workstations in the room. Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. However, Tyler requires there be no more than two (2) people at a given workstation.  The City provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a City provided training display system, allowing all attendees the ability to actively engage in the training session.  The City testing database contains the Tyler software version required for delivery of any Modification, as previously identified and agreed to, prior to the scheduled delivery date for testing.  The City is responsible for verifying the performance of the said Modification above as defined by the specification, if applicable.  Users performing user acceptance testing (UAT) have attended all applicable training sessions prior to performing UAT. 7.B.b Packet Pg. 180 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 14 / 63 4 Implementation Stages 4.1 Work Breakdown Structure (WBS) 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 Plan, developed during Initiate & Plan and finalized during Assess & Define, will list 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. 7.B.b Packet Pg. 181 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 15 / 63 7.B.b Packet Pg. 182 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 16 / 63 4.2 Initiate & Plan (Stage 1) – PMI Initiate and Plan The Initiate & Plan Stage creates a foundation for the Project through identification of City and Tyler Project management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements. City participation in gathering information is critical. Tyler Project management teams present initial plans to stakeholder teams at Stage end. 4.2.1 Tyler Internal Coordination & Planning Prior to Project commencement, Tyler management staff assigns Project Manager(s). Tyler provides the City with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling. City participation in gathering requested information by provided deadlines ensures the Project moves 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 Client to establish the date(s) for the Project/Phase Planning session. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Tyler Internal Coordination & Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Assign Tyler Project Manager A R I I I Provide initial Project documents to Client A I R C I Sales to Implementation knowledge transfer A I R C Internal planning and phase coordination A R C 7.B.b Packet Pg. 183 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 17 / 63 4.2.2 System Infrastructure Planning The City provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at the City’s site. The City completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team, and verifies all hardware compatibility with Tyler solutions. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 System Infrastructure Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide system hardware specifications I R A I C Make hardware available for Installation I C A R Install system hardware, if applicable I C A R Complete system infrastructure audit I C A R 7.B.b Packet Pg. 184 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 18 / 63 4.2.3 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. The Tyler Project Manager(s) deliver an Implementation Management Plan, which is mutually agreeable by City and Tyler. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project/Phase Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform Project/Phase Planning A R I C C I Deliver implementation management plan A R C C I Client reviews implementation management plan C I A R C C C Client approves implementation management plan I I A R C C I I I I I 7.B.b Packet Pg. 185 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 19 / 63 4.2.4 Project Schedule Client and Tyler will mutually develop an initial Project schedule. The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project Schedule TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop initial Project schedule A R I C I I Deliver Project Plan and schedule for Project Phase A R I I I C C I I I Client reviews Project Plan & initial schedule C I A R C C C Client approves Project Plan & initial schedule I I A R C C I I I I I 7.B.b Packet Pg. 186 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 20 / 63 4.2.5 Stakeholder Presentation City stakeholders join Tyler Project Management to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Stakeholder Presentation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Present overview of Project Deliverables, project schedule and roles and responsibilities A R I I I I C I I I I I I I Communicate successful Project criteria and goals I R C A C I I C I I 7.B.b Packet Pg. 187 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 21 / 63 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Assess & Define Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.2.6.1 Initiate & Plan Stage Deliverables Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to the City’s Project. o Scope: The Implementation Management addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed throughout the lifecycle of the Project. o Acceptance criteria: City reviews and accepts Implementation Management Plan Project Plan/Schedule o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the Deliverables of the Project. o Scope: Task list, assignments and due dates o Acceptance criteria: City acceptance of schedule based on Tyler and City resource availability and Project budget and goals. 4.2.6.2 Initiate & Plan Stage Acceptance Criteria Hardware Installed System infrastructure audit complete and verified Implementation Management Plan delivered and accepted Project Plan/Schedule delivered; dates confirmed and accepted Stakeholder Presentation complete 7.B.b Packet Pg. 188 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 22 / 63 4.3 Assess & Define (Stage 2) – PMI Execution The primary objective of Assess & Define is to gather information about current City business processes and translate the material into future business processes using Tyler Applications. Tyler uses a variety of methods for obtaining the information, all requiring City collaboration. Tyler shall provide implementation consultants with sufficient experience to understand and describe configuration options, nuances, pitfalls and best practices related to the purchased software modules and related practices; the City shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 4.3.1 Fundamentals Review Fundamentals Review provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis. The primary goal is to provide a basic understanding of system functionality, which provides a foundation for upcoming conversations regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training including the use of eLearning, videos, documentation, and instructor-led functional walkthroughs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Fundamentals Review TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Schedule fundamentals training & provide fundamentals materials & prerequisites, if applicable A R I C I I I Complete fundamentals materials review and prerequisites I A R I C Ensure all scheduled attendees are present I I A R C I Facilitate fundamentals training A R I I I Confirm City acceptance of training I A R C 7.B.b Packet Pg. 189 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 23 / 63 4.3.2 Current/Future State Analysis City and Tyler evaluate current state processes, available functionality and process options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Current/Future State Analysis TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide Future State analysis materials to the City, as applicable A R I C I I Conduct Future State analysis A R I C I C Provide pros and cons of Tyler software options A R I C I C Make Future State Decisions according to due date in the Project Plan I I C A R I C I Record Future State decisions A R I C I C 7.B.b Packet Pg. 190 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 24 / 63 4.3.3 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from the City’s Legacy System Applications to the Tyler system. Tyler staff and the City work together to complete Data Mapping for each piece of data (as outlined in the Agreement) from the Legacy System to the appropriate location in the Tyler system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Data Conversion Planning & Mapping TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review contracted data conversion(s) options A R I C C C C Map data from Legacy System to Tyler system I C I A C C R Pull conversion data extract I I A C C R Run balancing Reports for data pulled and provide to Tyler I I A C R I Review and approve initial data extract A I C R I I Correct issues with data extract, if needed I C C A C C R Populate Tyler data conversion template database(DCT-DB). I I C A R C I Provide error reports to the City A I I R I I I I Review and approve populated DCT- DB I I C A R C I 7.B.b Packet Pg. 191 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 25 / 63 4.3.4 Standard 3rd Party Data Exchange Planning Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces. A Standard Interface is a real-time or automated exchange of data between two systems. This could be done programmatically or through an API. It is Tyler’s responsibility to ensure the Tyler programs operate correctly. It is the City’s responsibility to ensure the third party program operates, provides or accesses the data correctly. The City and Tyler Project Manager(s) will work together to define/confirm which Data Exchanges are needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Standard 3rd Party Data Exchange Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review Standard or contracted Data Exchanges A R C I I C Define or confirm needed Data Exchanges I C A C C R Provide required data exchange format to third party solution provider I C A C C R Obtain data exchange file, including record counts and totals I C A C C R Review, validate and identify issues with data exchange file, if any I C A C C R Correct issues with data exchange file with third party solution provider, if needed I C A C C R Finalize and approve data exchange with each third-party solution provider I C A C C R Perform analysis to determine A R I C I C 7.B.b Packet Pg. 192 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 26 / 63 interfaces needed Provide training on import/export tools available A R I C I C 7.B.b Packet Pg. 193 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 27 / 63 4.3.5 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage. The City reviews the specifications and confirms they meet City’s needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request. Tyler’s intention is to minimize Modifications by using Standard functionality within the Application, which may require a City business process change. It is the responsibility of the City to detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for City approval) for contracted program Modifications. Upon approval, Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered, the City will test and approve those changes during the Build and Validate Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Modification Analysis & Specification, if contracted TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Analyze contracted modified program requirements A C R C C I C C Develop specification document(s) A I C R I I I I Review specification document(s); provide changes to Tyler, if applicable I C C A R I C C Sign-off on specification document(s) and authorize work I I A R C I I C 7.B.b Packet Pg. 194 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 28 / 63 4.3.6 Forms & Reports Planning City and Tyler Project Manager(s) review Forms and Reporting needs. Items that may be included in the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included in the Agreement could be either City-developed Reports or a newly discovered Modification that will require a Change Request. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Forms & Reports Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review required Forms output A R C I C I Review and complete Forms options and submit to Tyler I I A R C Review in Scope Reports A R I C C Identify additional Report needs I C A R C Add applicable tasks to Project schedule A R I C C I I I 7.B.b Packet Pg. 195 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 29 / 63 4.3.7 System Deployment The Tyler Technical Services team installs Tyler Applications on the server (hosted or client-based) and ensures the platform operates as expected. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Tyler Internal Coordination & Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Install contracted software on server A I R I C Ensure platform operates as expected A I R I C 7.B.b Packet Pg. 196 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 30 / 63 4.3.8 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Build & Validate Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.3.8.1 Assess & Define Stage Deliverables Completed analysis Questionnaire o Objective: Gather and document information related to City business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). Within the questionnaire, configuration items identified within the future state analysis will include:  Identification of Module for process (Permit, Plan, Business License, Etc.)  Custom Field Information  Fees to be assessed  Workflow processes  Automation  Geo-Rules o Acceptance criteria: City acceptance of completed Questionnaire based on thoroughness of capturing all City business practices to be achieved through Tyler solution. Data conversion summary and specification documents o Objective: Define data conversion approach and strategy o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy. o Acceptance criteria: Data conversion document(s) delivered to the City, reflecting complete and accurate conversion decisions. Modification specification documents, if contracted o Objective: Provide comprehensive outline of identified gaps, and how the modified program meets the City’s needs o Scope: Design solution for Modification o Acceptance criteria: City accepts Modified Specification Document(s) and agrees that the proposed solution meets their requirements Completed Forms options and/or packages o Objective: Provide specifications for each City in Scope form, Report and output requirements o Scope: Complete Forms package(s) included in agreement and identify Reporting needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation Installation checklist o Objective: Installation of purchased Tyler software o Scope: Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks have been 7.B.b Packet Pg. 197 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 31 / 63 correctly completed, verify that the system is operational and available, and complete server system administration training, unless the City is hosted. o Acceptance criteria: Tyler software is successfully installed and available to authorized users, City team members are trained on applicable system administration tasks. 4.3.8.2 Assess & Define Stage Acceptance Criteria Tyler software is installed Required Form information complete and provided to Tyler Current/Future state analysis completed; Questionnaires delivered and reviewed Data conversion mapping and extractions completed and provided to Tyler Fundamentals Review training completed and accepted 7.B.b Packet Pg. 198 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 32 / 63 4.4 Build & Validate (Stage 3) – PMI Execution The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City’s needs identified during the Assess and Define Stage, preparing the City for Final Testing and Training. 4.4.1 Configuration & Power User Training 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. Tyler staff will train the City Power Users to prepare them for the Validation of the software. The City collaborates with Tyler staff iteratively to Validate software configuration. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Configuration & Power User Training TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform configuration A R I R I Power User process and Validation training A R I C I C I Validate configuration I C A C R C 7.B.b Packet Pg. 199 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 33 / 63 4.4.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from the City, the Tyler Data Conversion Team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler, the City reviews specific data elements within the system and identifies and Reports discrepancies in writing. Iteratively, Tyler collaborates with the City to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Data Conversion & Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Write and run data conversion program against Client data A I C R C Complete initial review of data errors A I C R I I C Review data conversion and submit needed corrections I C I A C R C Revise conversion program(s) to correct error(s) A I C R I I C C Accept conversion I I I I A R C C 7.B.b Packet Pg. 200 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 34 / 63 4.4.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and the City tests each Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Standard 3rd Party Data Exchange Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Train Data Exchange(s) processing in Tyler software A R C I I I C I Coordinate 3rd Party Data Exchange activities I I A C C R Test all Standard 3rd party Data Exchange(s) I C A C I R C Accept Standard 3rd party Data Exchange(s) I I I A R C C 7.B.b Packet Pg. 201 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 35 / 63 4.4.4 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s) to the City for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Modification Delivery & Validation, if contracted TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop and deliver contracted modified program(s) A I C I R I C I C I C Test contracted modified program(s) in isolated database I C C A C R C Report discrepancies between specification and delivered contracted modified program(s) I I I A R C C Make corrections to contracted modified program(s) as required A I C I R I C C I Accept contracted modified programs I I I A R C C 7.B.b Packet Pg. 202 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 36 / 63 4.4.5 Forms & Reports Validation Tyler provides training on Standard Forms/Reports and the City tests each Standard Form/Report. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Forms & Reports Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Tyler provides complete list of standard forms and reports A R I I I I I I Standard Forms & Report Training A R I C C I Test Standard Forms & Reports I C C A C R C Accept Standard Forms & Reports I I A C R C C 7.B.b Packet Pg. 203 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 37 / 63 4.4.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing & Training Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.4.6.1 Build & Validate Stage Deliverables Initial data conversion o Objective: Convert Legacy System data into Tyler system o Scope: Data conversion program complete; deliver converted data for review o Acceptance criteria: Initial error log available for review Data conversion verification document o Objective: Provide instructions to the City to verify converted data for accuracy o Scope: Provide self-guided instructions to verify specific data components in Tyler system o Acceptance criteria: City accepts data conversion delivery; City completes data issues log Installation of Modifications on the City’s server(s) *except for hosted Clients o Objective: Deliver Modification(s) in Tyler software o Scope: Program for Modification is complete and available in Tyler software, Modification testing o Acceptance criteria: Delivery of Modification(s) results in objectives described in the City- signed specification. Standard Forms & Reports Delivered o Objective: Provide Standard Forms & Reports for review o Scope: Installation of all Standard Forms & Reports included in the Agreement o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage 4 4.4.6.2 Build & Validate Stage Acceptance Criteria Application configuration completed and accepted Standard Forms & Reports delivered and available for testing in Stage 4 Data conversions (except final pass) delivered and accepted Standard 3rd party Data Exchange training provided/ 3rd party Data Exchange development and testing completed/validated Modifications delivered and available for testing in Stage 4 The City and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. Power User Training completed and accepted 7.B.b Packet Pg. 204 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 38 / 63 4.5 Final Testing & Training (Stage 4) – PMI Monitor and Control During Final Testing and Training, Tyler and the City review the final Cutover plan. A critical Project success factor is the City understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover. 4.5.1 Cutover Planning City and Tyler Project Manager(s) discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare the City for success. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 Cutover Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Cutover Planning Session A R C I C C C C C C Develop Production Cutover Checklist A R C I I C C I I C Review and accept Production Cutover Checklist I I I A R C I I C 7.B.b Packet Pg. 205 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 39 / 63 4.5.2 User Acceptance Testing (UAT) The City performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 User Acceptance Testing (UAT) TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Deliver Test Plan for User Acceptance Testing A R C I I Review and approve Test Plan for User Acceptance Testing I A C R C C Perform User Acceptance Testing and report results I C A R C C C I I C I Retest and accept modified program(s), if applicable I I I A R C I C C Validate Report performance I C C A C R C 7.B.b Packet Pg. 206 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 40 / 63 4.5.3 End User Training End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on day-to-day City processes that will be delivered via group training, webinar, eLearnings and/or live training sessions. The City may utilize up to the available contracted limit of Training & Production Support Services for training of its end users. City users who attended the Tyler sessions may train any City users not able to attend the Tyler sessions or additional sessions may be contracted with Tyler for the provision of subject matter experts at the applicable rates for training. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 End User Training TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Conduct user training sessions (“Train the Trainer”) A R C I I I I I Conduct additional End User training sessions I I A C I R I I I I 7.B.b Packet Pg. 207 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 41 / 63 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production Cutover Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.5.4.1 Final Testing & Training Stage Deliverables Production Cutover checklist o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover o Scope: Dates for final conversion, date(s) to cease system processing in Legacy System, date(s) for first processing in Tyler system, contingency plan for processing o Acceptance criteria: Definition of all pre-production tasks, assignment of owners and establishment of due dates User Acceptance Test Plan o Objective: Provide testing steps to guide users through testing business processes in Tyler software. o Scope: Testing steps for Standard business processes. o Acceptance criteria: Testing steps have been provided for Standard business processes. 4.5.4.2 Final Testing & Training Stage Acceptance Criteria Production Cutover Checklist delivered and reviewed Modification(s) tested and accepted, if applicable Standard 3rd party Data Exchange programs tested and accepted Standard Forms & Reports tested and accepted User acceptance testing completed End User training completed 7.B.b Packet Pg. 208 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 42 / 63 4.6 Production Cutover (Stage 5) – PMI Monitor and Control City and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City begins processing day-to-day business transactions in the Tyler software. Following production Cutover, the City transitions to the Tyler support team for ongoing support of the Application. 4.6.1 Final Data Conversion, if applicable The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion. The City may need to manually enter into the Tyler system any data added to the Legacy System after final data extract. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Final Data Conversion, if applicable TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide final data extract C I I A C I I I I R Provide final extract balancing Reports I I A C R I Convert and deliver final pass of data A I I R I I I C Validate final pass of data I C C I A C R C Load final conversion pass to Production environment I I I A C I C R 7.B.b Packet Pg. 209 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 43 / 63 4.6.2 Production Processing & Assistance Tyler staff collaborates with the City during Production Cutover activities. The City transitions to Tyler software for day-to day business processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Production Processing & Assistance TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Production processing C C I I A R R R R R R I I Provide production assistance A R C I C C C C C C 7.B.b Packet Pg. 210 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 44 / 63 4.6.3 Transition to Tyler Support Tyler Project Manager(s) introduce the City to the Tyler Support team, who provides the City with day-to- day assistance following Production Cutover. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Transition to Tyler Support TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop internal support plan I A R C C C C C C C Conduct transfer to Support meeting A I C R C C C C I I C I I 7.B.b Packet Pg. 211 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 45 / 63 4.6.4 Schedule Post-Production Services, if applicable Tyler provides post-production services if included in the Agreement. Prior to scheduling services, the Tyler Project Manager(s) collaborate with City Project Manager(s) to identify needs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Schedule Post-Production Services, if applicable TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Identify topics for post-production services C C A R I C I Schedule services for post-production topics A R I C C I C I PIER - Identify/discuss if the required modules were implemented, and if not, why not, and how this will be rectified A R I C C PIER - Identify/discuss if the required training was delivered, and if not, why not, and how this will be rectified A R I C C PIER - Identify/discuss the method to be used to determine if there are any gaps in user system utilization, and if so, what are they A R I C C C C PIER - Identify/discuss how gaps would be addressed through additional training (to include when, where, how, participants, specific training to be provided, etc.) A R I C C PIER - Identify/discuss any lessons learned A R I C C PIER - Develop a report that addresses A R I C C 7.B.b Packet Pg. 212 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 46 / 63 4.6.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project Closure Stage is dependent upon Tyler’s receipt of this Stage Acceptance. Specific tasks for client review, acceptance and sign-off are detailed in the project plan. 4.6.5.1 Production Cutover Stage Deliverables Final data conversion, if applicable o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing. o Scope: Final passes of all conversions completed in this Phase o Acceptance criteria: Data is available in production environment Support transition documents o Objective: Define strategy for on-going Tyler support o Scope: Define support strategy for day-to-day processing, conference call with City Project Manager(s) and Tyler support team, define roles and responsibilities, define methods for contacting support o Acceptance criteria: The City receives tools to contact support and understands proper support procedures. 4.6.5.2 Production Cutover Stage Acceptance Criteria Final data conversion(s) delivered Processing is being done in Tyler production Transition to Tyler support is completed Post-live services have been scheduled, if applicable the information above PIER - Submit this report to the City for review and approval A R I C C PIER - Deliver the additional training A R I C C C C 7.B.b Packet Pg. 213 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 47 / 63 4.7 Phase/Project Closure (Stage 6) – PMI Closure Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project. The City moves into the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Support). 4.7.1 Close Phase/Project The City and Tyler Project Manager(s) review the list of outstanding Project activities and develop a plan to address them. The Tyler Project Manager(s) review the Project budget and status of each contract Deliverable with the City Project Manager(s) prior to closing the Phase or Project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 6 Close Phase/Project TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review outstanding Project activities and develop action plan A R C C C I C I C Review Project budget and status of contract Deliverables A R I I C 7.B.b Packet Pg. 214 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 48 / 63 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the Phase/Project. 4.7.2.1 Phase/Project Closure Stage Deliverables Phase/Project reconciliation report o Objective: Provide comparison of contract Scope and Project budget o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if needed. 4.7.2.2 Phase/Project Closure Stage Acceptance Criteria Outstanding Phase or Project activities have been documented and assigned Phase/final Project budget has been reconciled Tyler Deliverables for the Phase/Project are complete 7.B.b Packet Pg. 215 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 49 / 63 5 Roles and Responsibilities 5.1 Tyler Roles and Responsibilities Tyler assigns project manager(s) prior to the start of each Phase of the Project. The project manager(s) assign additional Tyler resources as the schedule develops and as needs arise. One person may fill multiple project roles. 5.1.1 Tyler Executive Management 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. Offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions. Acts as the counterpart to the City’s executive sponsor. 5.1.2 Tyler Implementation Management Acts as the counterpart to the City steering committee. Assigns initial Tyler project personnel. Works to resolve all decisions and/or issues not resolved at the Project Management level as part of the escalation process. Attends City steering committee meetings as necessary. Provides support for the project team. Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. Monitors project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of 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. The Tyler Project Manager will be assigned to the project at a 10% dedication level. The Tyler PM will devote 3 to 4 hours per week to the project management activities for the City of Gilroy, CA. Contract Management o Validates contract compliance throughout the Project. o Ensures Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Prepares and presents contract milestone sign-offs for acceptance by City project manager(s). o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance. 7.B.b Packet Pg. 216 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 50 / 63 Planning o Develop and deliver Implementation Management Plan. o Defines project tasks and resource requirements. o Develops initial project schedule and full scale Project Plan. o Collaborates with City project manager(s) to plan and schedule project timelines and milestones to achieve on-time implementation. Implementation Management o Tightly manages Scope and budget of Project; establishes process and approval matrix with the City to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Establishes and manages a schedule and resource plan that properly supports the Project Plan that is also in balance with Scope/budget. o Establishes and manages risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively identify, track and mitigate these items or communicates with transparency to the City any items that may impact the outcomes of the Project. o 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. o Sets a routine communication plan that will aide all project team members, of both the City and Tyler, in understanding the goals, objectives, current status and health of the project. Team Management o Acts as liaison between project team and Tyler manager(s). o Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and adjusts as necessary. o Interfaces closely with Tyler developers to coordinate program Modification activities. o Coordinates with in Scope 3rd party providers to align activities with ongoing project tasks. 5.1.4 Tyler Implementation Consultant The Tyler Implementation Consultanting Teamwill be assigned to the project at a 40 – 50 % dedication level. Completes tasks as assigned by the Tyler project manager(s). Performs problem solving and troubleshooting. Follows up on issues identified during sessions. Prepares for, completes and documents activities for on site services performed by Tyler. Provides conversion Validation and error resolution assistance. Recommends guidance for testing Forms and Reports. 7.B.b Packet Pg. 217 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 51 / 63 Tests software functionality with the City following configuration. Assists during Production Cutover process and provides production support until the City transitions to Tyler Support. Provides product related education. Effectively facilitates training sessions and discussions with City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. Conducts training (configuration, process, conversion Validation) for Power Users and the City’s designated trainers for End Users. Clearly documents and communicates homework tasks with specific due dates and owners, supporting the City as necessary and reconciling with the final Project Plan. Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. 5.1.5 Tyler Sales Provide sales background information to Implementation during Project initiation. Support Sales transition to Implementation. Provide historical information, as needed, throughout implementation. 5.1.6 Tyler Software Support Manages incoming client issues via phone, email, and online customer incident portal. Documents and prioritizes issues in Tyler’s Customer Relationship Management (CRM) system. Provides issue analysis and general product guidance. Tracks issues and tickets to timely and effective resolution. Identifies options for resolving reported issues. Reports and escalates defects to Tyler Development. Communicates with the City on the status and resolution of reported issues. 5.1.7 Tyler Subject Matter Expert Possesses both a broad and deep understanding of the functionality within Tyler software products for his/her functional area(s). Provides confident recommendations regarding configuration decisions and business process best practices using Tyler’s products based on his/her experience and expertise implementing Tyler software products with similar organizations. Provides conversion consulting and mapping assistance. Follows up on issues identified during sessions. Documents activities for on site services. Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project schedule. Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training needs, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. Performs gap analysis and documents non-contracted Modifications requests. 7.B.b Packet Pg. 218 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 52 / 63 5.1.8 Tyler Data Conversion Experts Validates client data files are in proper format. Develops customized conversion programs to convert Legacy System data into the Tyler database for production use according to defined mapping. Provides error Reports on unsupported data conditions and the merging or normalization of data fields. Assists the City with understanding and interpreting error Reports. Performs changes and corrections to customized conversion programs as the City discovers data anomalies and exception conditions. 5.1.9 Tyler Reports/Forms Experts Provides specifications for all Forms & Reports in Scope. Reviews requirements for Peripherals and Consumables, if applicable. Conducts review of City’s form mockup sheets. Develops final form designs. Configures and installs Forms software and approved Forms. 5.1.10 Tyler Trainer Provides product related education. Effectively facilitates training sessions and discussions with City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. Conducts training (configuration, process, conversion Validation) for Power Users and the City’s designated trainers for End Users. 5.2 City Roles and 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. 5.2.1 City Executive Sponsor Provides clear direction for the Project and how the Project applies to the organization’s overall strategy. Champions the Project at the executive level to secure buy-in. Authorizes required Project resources. Resolves all decisions and/or issues not resolved at the City steering committee level as part of the escalation process. Actively participates in organizational change communications. 5.2.2 City Steering Committee 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. 7.B.b Packet Pg. 219 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 53 / 63 Assists with communicating key project messages throughout the organization. Prioritizes the project within the organization. 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. Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o City Policies 5.2.3 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, and communicates 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 correct resources from City to participate in discussions and make decisions in a timely fashion to avoid Project delays. Contract Management o Validates contract compliance throughout the Project. o Ensures invoicing and Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Signs off on contract milestone acknowledgment documents. o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and budgetary compliance. Planning o Review and acknowledge Implementation Management Plan. o Defines project tasks and resource requirements for City project team. o Collaborates in the development and approval of the initial Project Plan and Project Schedule. o Collaborates with Tyler project manager(s) to plan and schedule Project timelines to achieve on-time implementation. Implementation Management o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole, that is also in balance with Scope/budget. o Collaborates with Tyler Project manager(s) to establish and manage risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to 7.B.b Packet Pg. 220 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 54 / 63 proactively identify, track and mitigate these items or communicates with transparency to Tyler any items that may impact the outcomes of the Project. o 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. o Routinely communicates with both City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members. Team Management o Acts as liaison between project team and stakeholders. o 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. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and takes corrective action, if needed. o Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks. 5.2.4 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. Attends and contributes business process expertise for current/future state analysis sessions. Identifies and includes additional subject matter experts to participate in Current/Future State Analysis sessions. Provides business process change support during Power User and End User training. Completes performance tracking review with client project team on End User competency on trained topics. Provides Power and End Users with dedicated time to complete required homework tasks. Act as an ambassador/champion of change for the new process. Identifies and communicates any additional training needs or scheduling conflicts to City project manager. Prepares and Validates Forms. Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Presentation o Implementation Management Plan development o Schedule development o Identification, escalation and/or mitigation of project risks o Identification, escalation and/or resolution of project issues 7.B.b Packet Pg. 221 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 55 / 63 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 Conversion Analysis and Verification Assistance o Decentralized End User Training o Process Testing o User Acceptance Testing 5.2.5 City Power Users Participate in Project activities as required by the project team and project manager(s). Provide subject matter expertise on City business processes and requirements. Act as subject matter experts and attend current/future state and validation sessions as needed. Attend all scheduled training sessions. Participate in all required post-training processes as needed throughout Project. Participate in Conversion Validation. Test all Application configuration to ensure it satisfies business process requirements. Become Application experts. Participate in User Acceptance Testing. Adopt and support changed procedures. Complete all Deliverables by the due dates defined in the Project Plan. Demonstrate competency with Tyler products processing prior to Production Cutover. Provide knowledge transfer to City staff during and after implementation. 5.2.6 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 Plan. Utilize software to perform job functions at and beyond Production Cutover. 5.2.7 City Technical Support Coordinates and supports review and installation of software updates and releases with Tyler as needed. Coordinates the copying of source databases to training/testing databases as needed for training days. Extracts and transmits conversion data and control reports from City’s Legacy System per the conversion schedule set forth in the Project Plan. Coordinates and adds new users and printers and other Peripherals as needed. Validates all users understand log-on process and have necessary permission for all training sessions. Coordinates Interface development for City third party Data Exchanges. Develops or assists in creating Reports as needed. Ensures onsite system hardware meets specifications provided by Tyler. Assists with troubleshooting issues with application performance or environment as needed 7.B.b Packet Pg. 222 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 56 / 63 5.2.8 City Upgrade Coordinator Becomes familiar with the Software Upgrade process and required steps. Becomes familiar with Tyler’s releases and updates. Utilizes Tyler Community 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 sign-offs to upgrade production environment. 5.2.9 City Project Toolset Coordinator Ensures users have appropriate access to Tyler project toolsets such as Tyler University, Tyler Community, Tyler Product Knowledgebase, SharePoint, etc. Conducts training on proper use of toolsets. Validates completion of required assignments using toolsets. 5.2.10 City Change Management Lead Validates 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. 7.B.b Packet Pg. 223 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 57 / 63 6 Glossary Word or Term Definition Application A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user. Change Control A systematic approach for managing change governing how Change Requests will be received, assessed and acted on. Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved. The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one. 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 revised and agreed upon by participating parties. Consumables Items that are used on a recurring basis, usually by Peripherals. Examples: paper stock or scanner cleaning kits. Control Point Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage. Cutover The point when a client begins using Tyler software in production. Data Exchange A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software. Data Mapping The process of mapping fields from the Legacy System to the appropriate location in the new system from one or more sources. Deliverable A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) or vendor at a specific time. End User The person for whom the software is designed to use on a day-to-day basis. Forms A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens). Imports and Exports A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout. Interface A real-time or automated exchange of data between two systems. 7.B.b Packet Pg. 224 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 58 / 63 Install References the initial installation of software files on client services and preparing the software for use during configuration. The version currently available for general release will always be used during the initial install. Legacy System The system from which a client is converting. Modification Modification of software program package to provide individual client requirements documented within the Scope of the Agreement. Peripherals An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera. Phase A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler project manager and Tyler project team or different individuals assigned. Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria. Project The Project includes all implementation activity from Plan & Initiate to Closure for all products, Applications and functionality included in a single Agreement. The Project may be broken down into multiple Phases. Project Plan The Project Plan serves as the master blueprint for the Project. As developed, the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client project manager to discuss Scope, information needed for project scheduling and resources. Questionnaire A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation. RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process. Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Scope Products and services that are included in the Agreement. 7.B.b Packet Pg. 225 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 59 / 63 Software Upgrade References the act of updating software files to a newer software release. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete. Stakeholder Presentation Representatives of the Tyler implementation team will meet with key client representatives to present high level Project expectations and outline how Tyler and the Client can successfully partner to create an environment for a successful implementation. Standard Included in the base software (out of the box) package. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project -specific activities and Deliverables Tyler will provide to the client. Test Plan Describes the testing process. Includes “Test Cases” to guide the users through the testing process. Test cases are meant to be a baseline for core processes; the client is expected to supplement with client specific scenarios and processes. 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. 7.B.b Packet Pg. 226 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 60 / 63 7 Tyler Resources Purchased Tyler’s complete EnerGov proposal as set forth in the Investment Summary have been defined within the project as follows: 7.1.1 Business Scope (Transactions and Automation) Please refer to the Investment summary for hours and scope of the project 7.1.2 “Business transaction” is defined by: Unique workflow or business process steps & actions (including output actions) Unique Automation logic (IO logic etc) Unique Fee assessment / configuration definition Unique Custom fields/forms definition Uniqueness of any of these mentioned parameters regulates the need for a unique business case transaction design document and configuration event 7.1.3 “Template” transaction is defined by: A pre-defined and pre-configured EnerGov best management business process. 7.1.4 “Geo-Rule” is defined by: An automation event that is triggered by a condition configured around the source Esri geodatabase. Current geo-rule events are:  Alert  Displays a pop-up with a custom message to the user, notifying them of certain spatial data (i.e. noise abatement zones; flood zones; etc.).  Block  Places a block on the case and prevents any progress or updates from occurring on the record (i.e. no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.)  Block with Override  Places a block on the case and prevents any progress or updates from occurring on the record (i.e. no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.) However, the block can be overridden by end- users who have been given the proper securities.  Fee Date  Populates the CPI vesting date on the record if vesting maps are used by the jurisdiction. 7.B.b Packet Pg. 227 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 61 / 63  Filed Mapping  A custom field or any field inherent in the EnerGov application can automatically populate with information based on spatial data.  Required Action  A workflow action can automatically populate in the workflow details for the particular record (i.e. plan, permit, code case, etc.) that requires the action based on certain spatial data related to the case.  Required Step  A workflow step can automatically populate in the workflow details for the particular record (i.e. plan, permit, code case, etc.) that requires the step based on certain spatial data related to the case.  Zone Mapping  The zone(s) automatically populate on the “Zones” tab of the record (i.e. plan, permit, code case, etc.). 7.1.5 “Intelligent Object (IO)” is defined by: Key components for automatically and reactively triggering geo-rules, computing fees, and generating emails, alerts and other notifications. 7.1.6 “Intelligent Automation Agent (IAA)” is defined by: A tool designed to automate task in a proactive manner by setting values and generating emails and other tasks. On a nightly basis, a Windows service sweeps the EnerGov system looking for IAA conditions that have been met, and the associated actions are then performed. The IAA does not generate alerts or errors. 7.1.7 “EnerGov SDK API (Toolkits)” are defined by: API’s developed by Tyler Technologies for the purpose of extending the EnerGov Framework and functionality to external agencies and systems. Full documentation is available for each toolkit upon request. Note: The EnerGov toolkits and related documentation are simply tools that allow clients to create applications and integrations. The purchase of a toolkit does not imply any development related services from Tyler Technologies. The client is responsible for working with their IT staff and VAR’s to develop any necessary applications and integrations except as otherwise noted in the Investment Summary for any “in-scope” integrations. 7.B.b Packet Pg. 228 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 62 / 63 8 EnerGov Conversion Summary 8.1 Community Development: Permits  Permit master basic information  Permit Contacts  Contacts – Unique (keyed) contacts converted to global contacts  Non-keyed contacts converted to a Memo Custom Field or a standard note  Parcels and Addresses  Reviews and Approvals – Converted to Activity  Inspections and Inspection Cases  Sub-Permit Associations – Visible in workflow and attached records section  Fees  Meetings and Hearings  Bonds and Escrow  Activities and Actions  Conditions  Notes  Zones  Holds  Renewals  Initialized Workflows  Attachments  Contractors  Projects  Payment and Fee History 8.2 Business Management  Business entity (Only for Business Licensing)  License master basic information  License Contacts  Contacts – Unique (keyed) contacts converted to global contacts  Non-keyed contacts converted to a Memo Custom Field or a standard note Parcel and Addresses  Reviews and Approvals – Converted to Activity  Fees  Bonds and Escrow  Activities and Actions  Conditions  Notes  Holds  Initialized Workflows  Attachments  Contractors  Business Types & NAICS codes 7.B.b Packet Pg. 229 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) 63 / 63  Payment and Fee History 8.3 Community Development: Code Cases  Code Case master basic information  Code Case Contacts and Properties  Contacts – Unique (keyed) contacts converted to global contacts  Non-keyed contacts converted to a Memo Custom Field or a standard note  Parcels and Addresses  Reviews and Approvals – Converted to Activity Active Fees  Activities and Actions  Notes  Holds  Initialized Workflows  Attachments  Violations o Fees o Payments o Notes  Meetings and Hearings  Zones  Requests  Payment and Fee history 8.4 Community Development: Plans  Plan master basic information  Plan Contacts  Contacts – Unique (keyed) contacts converted to global contacts  Non-keyed contacts converted to a Memo Custom Field or a standard note  Parcels and Addresses  Reviews and Approvals – Converted to Activity  Inspections and Inspection Cases  Fees  Meetings and Hearings  Bonds and Escrow  Activities and Actions  Conditions  Notes  Zones  Holds  Initialized Workflows  Attachments  Projects  Payment and Fee history 7.B.b Packet Pg. 230 Attachment: Gilroy LMS Scope of Work - DRAFT (2572 : Contract Award to Tyler for Land Management System) City of Gilroy STAFF REPORT Agenda Item Title: Adoption of an Ordinance of the City Council of the City of Gilroy Amending Chapter 16 of the Gilroy City Code Entitled “Offenses - Miscellaneous” Adding New Sections 16.24 and 16.25 Pertaining to Imitation Weapons (introduced 1/27/2020 with a 6-0-1 vote, Council Member Blankley absent) Meeting Date: February 3, 2020 From: Gabriel Gonzalez, City Administrator Department: Police Department Submitted By: Scot Smithee Prepared By: Scot Smithee Patricia Vigil Strategic Plan Goals ☐ Fiscal Stability ☐ Downtown Revitalization ☐ Economic Development ☐ Neighborhood Services  Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION Adopt an ordinance of the City Council of the City of Gilroy amending Chapter 16 of the Gilroy City Code entitled “Offenses - Miscellaneous” adding new sections 16.24 and 16.25 pertaining to imitation weapons. EXECUTIVE SUMMARY The Council introduced an ordinance to add new sections 16.24 and 16.25 to Chapter 16 of the City Code pertaining to imitation weapons at the January 27, 2020 meeting. The item passed a 6-0-1 vote, and is now returning to Council for formal adoption. 9.A Packet Pg. 231 BACKGROUND The Police Department is experiencing incidents of imitation weapons used during the course of criminal acts and subsequently located on individuals or in vehicles. Imitation weapons are devices such as air guns, pellet guns, and BB guns that resemble real firearms. Although manufacturers of imitation weapons distinguish their product from real firearms by inserting a bright orange plug in the tip of the barrel of each weapon, individuals can easily modify the weapons by removing the orange plug to resemble a real firearm. This instills fear in victims who cannot recognize a real firearm from an imitation firearm. Staff is asking Council to consider two additions to the Gilroy City Code Chapter 16 with an overall goal to add new sections defining imitation weapons and to prohibit possession of imitation weapons. These additions to the Gilroy City Code would provide officers with a lawful enforcement foundation to confiscate these items and remove them from circulation. FISCAL IMPACT/FUNDING SOURCE Adoption of this ordinance would have no fiscal impact. Attachments: 1. Sept 9 Staff Report 2. Ordinance No. 2020-_Prohibition on Possession of Imitation Weapons in Public v2 (2) 9.A Packet Pg. 232 City of Gilroy STAFF REPORT Agenda Item Title: Consideration of Proposed Amendments to Chapter 16 of the Gilroy City Code Entitled "Offenses - Miscellaneous" to Include New Sections to the Definition of Deadly Weapons and to Prohibit Possession of Imitation Firearms with Specific Exceptions Meeting Date: September 9, 2019 From: Gabriel Gonzalez, City Administrator Department: Police Department Submitted By: Scot Smithee Prepared By: Scot Smithee Patricia Vigil Strategic Plan Goals ☐ Fiscal Stability ☐ Downtown Revitalization ☐ Economic Development ☐ Neighborhood Services  Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION Direct staff to draft amendments the Gilroy City Code Chapter 16 entitled "Offenses - Miscellaneous" to include new sections to the definition of deadly weapons and to prohibit possession of imitation firearms with specific exceptions. EXECUTIVE SUMMARY Gilroy Police Officers are experiencing an increase in incidents involving the use of imitation firearms located on individuals or recovered in vehicles during the course of criminal activity. Imitation firearms are devices, such as air guns, pellet guns, and BB guns that resemble real firearms and are used during the commission of crimes. The Police Department is proposing to amend the Gilroy City Code to include defining 10.B Packet Pg. 171 9.A.a Packet Pg. 233 Attachment: Sept 9 Staff Report (2628 : Imitation Weapons Ordinance) imitation firearms and prohibit the possession of imitation firearms with specific exceptions. BACKGROUND The Police Department is experiencing incidents of imitation firearms used during the course of criminal acts and subsequently located on individuals or in vehicles. For example, during the first five months of 2019, there have been six incidents involving imitation firearms. The most recent involved a victim who sustained injuries to the head, face, and neck after being shot with a pellet gun. Further, in 2018, an officer attempted to detain a fleeing suspect who brandished an imitation firearm at a victim during a carjacking. In a second case, officers were investigating a suspicious vehicle call for service and the driver was located with a holstered imitation firearm visible on the passenger seat of the vehicle. In another case, officers were responding to a call for service of a suspicious person observed with a visible firearm in their waistband. A search of the subject revealed the firearm to be a realistic looking imitation firearm. These calls for service indicate the impact and severity imitation firearms are placing on officer resources due to the likelihood of more than one officer responding to the call. Police officers have to make decisions during rapidly evolving events. Subjects possessing these weapons create risks for the officers, themselves, and the public. . Due to the inherent threat of the incident, the officer’s focus is on the person holding the weapon and their actions. There are documented cases of officers who have been forced to use deadly force against a suspect who was later found to be in possession of an imitation firearm. Furthermore, many times individuals suffering a mental health crisis will use these imitation firearms to commit “suicide by cop”. ANALYSIS Imitation firearms manufactured today closely resemble and function like real firearms. Two types of imitation firearms include pneumatic and replica guns. Pneumatic guns, such as air-soft guns, use pneumatic pressure to propel a projectile. The propellant system may be either through an internal pump, hand operated by the person using the gun or one using a compressed C02 air cartridge. These weapons are readily available to purchase and are powerful enough to cause bodily injury. Replica guns are full size reproductions of firearms. Most of these weapons operate in the same manner as real firearms including a charging slide that moves back and forth and a magazine clip placed in the stock of the weapon identical to the way a real firearm is loaded. Imitation firearms have the ability to shoot projectiles at high rates of speed and cause great bodily injury to a person. Due to the realism of the shape and design of imitation firearms, they are difficult to identify as imitations unless closely examined. Manufacturers of pneumatic weapons distinguish their product from real firearms by inserting a bright orange plug in the tip of the barrel of each weapon. However, 10.B Packet Pg. 172 9.A.a Packet Pg. 234 Attachment: Sept 9 Staff Report (2628 : Imitation Weapons Ordinance) individuals can easily modify the weapons by either spray painting the orange tip black or wrapping the weapon in black tape to resemble a real firearm. Reasons offenders use imitation firearms in criminality is the belief they will avoid harsher punishments, such as a weapons possession charge, if caught with an imitation rather than real firearm. Therefore, criminals will brandish imitation firearms to threaten victims, commit armed robberies, and perpetrate other crimes. An imitation weapon is easier and cheaper to obtain than a real firearm, not subject to a background check, is almost indistinguishable from a real weapon, and will instill fear in victims who cannot recognize a real firearm from an imitation firearm. Lastly, psychological displacement by criminals is a factor for the use of an imitation firearm over a real firearm due to the realism of the weapon. Because the size of the gun is similar to a real weapon, the criminal assumes t he same feelings of power, manipulation, and control thereby building confidence to perpetrate crimes and victimize innocent people. Maintaining control of an incident and resolving the incident while providing public safety and self-protection are foundation of an officers training principles. Daily, officers face a multitude of scenarios that require split second decision -making. Possession of imitation firearms by individuals places additional officer safety risks as officers face life-or-death assessments during rapidly evolving events. Across the nation, we have seen incidents of great bodily injury inflicted to individuals who brandish or use imitation weapons during the commission of crimes. Review of other cities City codes reveal the inclusion of the definition of imitation firearms and prohibit the possession of imitation firearms with specific exceptions. The Gilroy Police Department is recommending Council consider changing two sections of the Gilroy City Code to include imitation firearms in the definition of deadly weapons and prohibit their possession with specific exceptions. These two changes will provide officers an added enforcement measure to confiscate and remove imitation weapons from circulation. Research conducted reveals there is no advisory government agency responsible for the overall compilation of law enforcement data on the use of imitation weapons used in criminal activity. Each agency retains its own individual records management on cases involving imitation weapons. The last research study conducted for Congress in 1990 by the Police Executive Research Forum on police involvement with imitation firearms was experiential, not empirical estimates. The research found that in a four-year period, 458 police departments reported 5,654 robberies and 8,128 assaults committed involved the use of imitation firearms during the course of crimes. The law enforcement agencies that were surveyed reported 31,650 imitation weapons seized in the same four -year period. 10.B Packet Pg. 173 9.A.a Packet Pg. 235 Attachment: Sept 9 Staff Report (2628 : Imitation Weapons Ordinance) If Council were to approve changes to the City Code the goal is to include imitation firearms, such as air guns, pellet guns and BB guns as part of the definition of deadly weapons and will make possession of imitation firearms illegal to possess with specific exceptions. These changes to the Gilroy City Code would provide officers with a lawful enforcement foundation to confiscate imitation firearms and remove them from the City streets of Gilroy. ALTERNATIVES: 1. Consider amending the Gilroy City Code to include imitation firearms in the definition of deadly weapons and prohibiting the possession of imitation firearms with specific exceptions. STAFF RECOMMENDS this option to promote public safety and reduce risks for officers and the public. 2. Do not amend the City of Gilroy City Code defining imitation firearms and prohibiting the possession imitation firearms. STAFF DOES NOT RECOMMEND the status quo option because it will not make progress in reducing risk to officers and the public. FISCAL IMPACT: City Attorney time to draft proposed ordinance. CONCLUSION: Crimes using imitation firearms are on the rise in Gilroy. Staff is initiating a proactive approach to consider amendments to the Gilroy City Code that would provide officer’s with a lawful foundation to cite, confiscate and remove dangerous imitation weapons from the hands of criminals in Gilroy. 10.B Packet Pg. 174 9.A.a Packet Pg. 236 Attachment: Sept 9 Staff Report (2628 : Imitation Weapons Ordinance) -1- ORDINANCE NO. 2020-XX__ 4838-4060-1261v2 CCHU\04706083 ORDINANCE NO. 2020-XX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GILROY AMENDING GILROY CITY CODE CHAPTER 16 TO ADD NEW SECTIONS 16.24 AND 16.25 PERTAINING TO IMITATION WEAPONS WHEREAS, pursuant to California Constitution article XI, section 7, and the City Charter, section 600, the City Council has the authority to enact ordinances which promote the public health, safety and general welfare of its residents; and WHEREAS, the City Council finds that the modification to Gilroy City Code, Chapter 16, pertaining to imitation weapons is necessary and in the interest of the health, safety and welfare of the residents of the City; and WHEREAS, the City Council finds that this Ordinance is not subject to the California Environmental Quality Act (“CEQA,” Public Resources Code sections 21000 et seq.), because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, and it does not have the potential to result in a physical change to the environment, directly or indirectly (Title 14, Chapter 3 of the California Code of Regulations “CEQA Guidelines,” sections 15060(c)(2) and (3)). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GILROY DOES HEREBY ORDAIN AS FOLLOWS: SECTION I Chapter 16 of the Gilroy City Code entitled the “Offenses - Miscellaneous” is hereby amended by adding new Sections 16.24 and 16.25 to read as follows: “16.24 Imitation Weapons – Defined. For the purposes of this section, an imitation weapon means a replica of a firearm that is so substantially similar in visual characteristics to an existing firearm as to lead a reasonable person to believe that the replica is a firearm that could be operational. 16.25. Possession of Imitation Weapons. It shall be unlawful for any person to possess or display an imitation weapon on public property, in the public right of way, or in an area viewable from public property or the public right of way.” 9.A.b Packet Pg. 237 Attachment: Ordinance No. 2020-_Prohibition on Possession of Imitation Weapons in Public v2 (2) (2628 : Imitation Weapons Ordinance) -2- ORDINANCE NO. 2020-XX__ 4838-4060-1261v2 CCHU\04706083 SECTION II If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Gilroy hereby declares that it would have passed and adopted this ordinance, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases may be declared invalid or unconstitutional. SECTION III Pursuant to section 608 of the Charter of the City of Gilroy, this ordinance shall be in full force and effect thirty (30) days from and after the date it is adopted. PASSED AND ADOPTED BY THE COUNCIL OF THE CITY OF GILROY this ___day of January, 2020, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ATTEST: APPROVED: _______________________ ________________________ Shawna Freels, City Clerk Roland Velasco, Mayor 9.A.b Packet Pg. 238 Attachment: Ordinance No. 2020-_Prohibition on Possession of Imitation Weapons in Public v2 (2) (2628 : Imitation Weapons Ordinance) City of Gilroy STAFF REPORT Agenda Item Title: Acceptance of the Fiscal Year 2019 Audit and Comprehensive Annual Financial Report and Appropriations Limit for the Reporting Period of July 1, 2018 to June 30, 2019 Meeting Date: February 3, 2020 From: Gabriel Gonzalez, City Administrator Department: Finance Department Submitted By: Jimmy Forbis Prepared By: Jimmy Forbis Rosemary Guerrero Strategic Plan Goals  Fiscal Stability ☐ Downtown Revitalization ☐ Economic Development ☐ Neighborhood Services ☐ Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION Accept the report. EXECUTIVE SUMMARY Council is requested to accept and file the Fiscal Year 2019 Comprehensive Annual Financial Report for the City and the Appropriations Limit (Gann Limit) report for the reporting period July 1, 2018 to June 30, 2019. BACKGROUND 10.A Packet Pg. 239 Following the close of each fiscal year at June 30th, the City’s external auditors conduct an audit of the City’s financial records and assist in the compilation of the Comprehensive Annual Financial Report (CAFR). The objective of external financial reporting is to ensure accountability. The goal of a financial statement audit is to provide users with a reasonable assurance from an independent source that the information presented in the statements is reliable. The audit for the fiscal year ended June 30, 2019 (FY19), was recently completed by White, Nelson, Diehl, and Evans, LLP (Auditor), Certified Public Accountants. In conjunction with the annual audit, the City also prepares (but is not required to) the Comprehensive Annual Financial Report (CAFR). The City prepares the CAFR to comply with the requirements to receive the Certificate of Achievement for Excellence in Financial Reporting administered by the Government Finance Officers Association (GFOA). The Certificate of Achievement is a prestigious national award recognizing conformance with the highest standard for preparation of state and local government financial reports. The City’s CAFR has received this award for the previous four fiscal years and we believe our current report continues to conform to GFOA’s highest standard. The Gann Limit report is required by Article XIIIB of the California Constitution and is a calculation of the City’s appropriation of tax revenues compared to a baseline established in 1979 and adjusted annually for inflation. Its intent is to limit the City’s growth in appropriations based on the rate of growth in the cost of living and the percentage increase in the City’s population. For FY19, the City’s Gann Limit on expenditures was $180 million. The City’s tax-based expenditures were approximately $42 million, approximately $138 million below the statutory limit. ANALYSIS The City of Gilroy is in good financial health with assets trending up, revenues growing, and net position increasing in both government and business -type activities. However, liabilities are trending up due to the City’s long-term pension costs. Recent accounting changes related to pension liabilities have required cities to provide more information about their long-term pension costs on their financial statements. As a result of their annual independent audit of the City’s financial records and statements, the Auditor has rendered an unmodified opinion, the optimal opinion issued by independent auditors, on the City’s financial statements for the fiscal year ended June 30, 2019 (FY19). In their opinion, “the financial statements… present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, 10.A Packet Pg. 240 each major fund, and the aggregate remaining fund information of the City of Gilroy as of June 30, 2019, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America.” A detailed analysis of the City’s financial position as of June 30, 2019, is included in the CAFR document attached to this report (Attachment 1). In accordance with Government Auditing Standards, the auditors also identify any deficiencies in internal control over financial reporting and provide recommendations to City management on correcting these deficiencies. This has no impact on the City’s fiscal health as the City remains well under the statutory expenditure limit by approximately $138 million. Of particular note are the following items: 1. General fund health – a) The City’s overall net position increased by $3 million from FY18 primarily due to revenue growth in property and sales. b) FY19 general fund actual expenditures were $8.9 thousand higher than the adopted budget. c) General fund reserve (for CAFR purposes) as of June 30, 201 9, increased by $2.2 million at $27.8 million which is 52% of actual FY19 expenditures. 2. Recent Governmental Accounting Standards Board (GASB) Pronouncements No. 72, 73, 76, 79, and 82. The majority of these account pronouncements were related to investment pools and pension reporting. Complying with these new standards does not, in itself, directly alter the City’s financial health. In most cases, they change the manner in which information is presented. In addition to the CAFR FY19, the auditors also audit federal grants and prepa re the FY19 Single Audit report. The City received an unmodified opinion of these financial statements. The auditors also noted a finding that the SF-425 reports for FY19 were not submitted on a timely basis. The City will implement procedures to adhere to these established time frames in the future. FISCAL IMPACT/FUNDING SOURCE There are no direct fiscal impacts to receiving and filing the CAFR or other audit documents. The audit provides Council with the assurance that the City is meeting its obligation for producing financial reports that are presented fairly and accurately. CONCLUSION 10.A Packet Pg. 241 As is illustrated in the results of the annual audit, the City continues to promote a culture of compliance and fiscal accountability. Thus, the Auditors have rendered a n unmodified opinion for the reporting period July 1, 2018 to June 30, 2019. The preparation of this document is the result of the hard work of the entire Finance Department staff. Their efforts, coupled with the assistance of our auditors, have culminated in the timely completion of this report. The financial success of the City is directly attributable to the City Council’s responsible manner of addressing the business of this municipality. Attachments: 1. FY19 Gilroy CAFR FINAL 2. Gilroy Gann Limit 2019 Attachments: 1. City of Gilroy - PDF FINAL - 2019 CAFR 2. Gann Limit Calc Amended FY19 10.A Packet Pg. 242 City of Gilroy California Year Ended June 30, 2019 Comprehensive Annual Financial Report 10.A.a Packet Pg. 243 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 10.A.a Packet Pg. 244 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Comprehensive Annual Financial Report Fiscal Year Ended June 30, 2019 Prepared By Finance Department 10.A.a Packet Pg. 245 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 10.A.a Packet Pg. 246 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2019 Table of Contents Page Number INTRODUCTORY SECTION: Letter of Transmittal i Elected Officials and City Staff v City Organization by Function vi Map vii GFOA Certificate of Achievement for Excellence in Financial Reporting viii FINANCIAL SECTION: Independent Auditors’ Report 1 Management’s Discussion and Analysis (Required Supplementary Information) 5 Basic Financial Statements: 15 Government-Wide Financial Statements: Statement of Net Position 17 Statement of Activities 18 Fund Financial Statements: Governmental Funds: Balance Sheet 20 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position 23 Statement of Revenues, Expenditures and Changes in Fund Balances 24 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 26 Proprietary Funds: Statement of Net Position 27 Statement of Revenues, Expenses and Changes in Net Position 28 Statement of Cash Flows 29 Fiduciary Funds: Statement of Fiduciary Assets and Liabilities 31 Notes to Basic Financial Statements 32 10.A.a Packet Pg. 247 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2019 Table of Contents Page Number FINANCIAL SECTION (CONTINUED): Required Supplementary Information: 83 Schedules of Changes in the Net Pension Liability and Related Ratios: Miscellaneous Plan 84 Safety Plan 85 Schedules of Contributions: Miscellaneous Defined Benefit Pension Plan 86 Safety Defined Benefit Pension Plan 87 Schedules of Changes in Total OPEB Liability and Related Ratios 88 Budgetary Comparison Schedule: General Fund 89 Note to the Required Supplementary Information 93 Supplementary Schedules: 95 Consolidating Balance Sheet by Sub-Fund - General Fund 96 Consolidating Statement of Revenues, Expenditures and Changes in Fund Balances by Sub-Fund - General Fund 98 Other Governmental Funds: 101 Combining Balance Sheet 102 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 103 Other Governmental Special Revenue Funds: 105 Combining Balance Sheet 106 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 108 Schedules of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual: Gas Tax 110 Pavement Management 111 Public Safety Grants 112 Prop 172 Sales Tax 113 Community Development Block Grant 114 Rehabilitation Loans 115 Housing Trust Fund 116 Community Facilities District 117 Vehicle License Fee 118 Los Arroyos Fund 119 CalHome Funds 120 10.A.a Packet Pg. 248 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2019 Table of Contents Page Number FINANCIAL SECTION (CONTINUED): Supplementary Schedules (Continued): Other Governmental Debt Service Funds: 121 Combining Balance Sheet 122 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 123 Schedules of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual: Gilroy Community Library 124 Refunding Lease 2010 125 2013 Refunding Bond 126 CA Energy Commission Loan 127 Other Governmental Capital Projects Funds: 128 Combining Balance Sheet 130 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 132 Schedules of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual: Capital Projects 134 BANS 2009 Financing 135 Traffic Impact 136 Storm Drains 137 Utility Undergrounding 138 Street Trees Development 139 Sewer Development 140 Water Development 141 Bank Interest 142 Gilroy Community Library 143 Public Facilities Impact - Major Fund 144 Internal Service Funds: 145 Combining Statement of Net Position 146 Combining Statement of Revenues, Expenses and Changes in Net Position 148 Combining Statement of Cash Flows 150 10.A.a Packet Pg. 249 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2019 Table of Contents Page Number FINANCIAL SECTION (CONTINUED): Supplementary Schedules (Continued): Agency Funds: 153 Combining Statement of Fiduciary Assets and Liabilities 154 Statement of Changes in Fiduciary Assets and Liabilities 156 Additional Schedules: 159 Analysis of Available Resources - Selected Funds 160 Composition of Available Resources - Selected Funds 162 Compliance Disclosure Schedule 165 STATISTICAL SECTION: Description of Statistical Section Contents 173 Financial Trends: Net Position (Net Assets) by Component - Last Ten Fiscal Years 174 Changes in Net Position (Net Assets) - Last Ten Fiscal Years 176 Fund Balances of Governmental Funds - Last Ten Fiscal Years 180 Changes in Fund Balances of Governmental Funds - Last Ten Fiscal Years 182 Revenue Capacity: Sales Tax by Category - Last Ten Fiscal Years 184 Sales Tax Rates - Last Ten Years 185 Principal Sales Taxpayers - Current Year and Nine Years Ago 187 Assessed Value and Estimated Actual Value of Taxable Property - Last Ten Fiscal Years 188 Property Tax Rates All Overlapping Governments - Last Ten Fiscal Years 189 Principal Property Taxpayers - Current Year and Nine Years Ago 190 Property Tax Levies and Collections - Last Ten Fiscal Years 191 Debt Capacity: Ratios of Outstanding Debt by Type - Last Ten Fiscal Years 192 Ratio of General Bonded Debt Outstanding - Last Ten Fiscal Years 193 Schedule of Direct and Overlapping Debt 194 Legal Debt Margin Information - Last Ten Fiscal Years 195 Revenue Bond Coverage - Wastewater System - Last Ten Fiscal Years 196 10.A.a Packet Pg. 250 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Comprehensive Annual Financial Report For the Fiscal Year Ended June 30, 2019 Table of Contents Page Number STATISTICAL SECTION (CONTINUED): Demographic and Economic Information: Demographic and Economic Statistics - Last Ten Fiscal Years 198 Principal Employers - Current Year and Nine Years Ago 199 Operating Information: Full-Time Equivalent City Employees by Function/Program - Last Ten Fiscal Years 200 Operating Indicators by Function/Program - Last Ten Fiscal Years 202 Capital Asset Statistics by Function/Program - Last Ten Fiscal Years 204 10.A.a Packet Pg. 251 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 10.A.a Packet Pg. 252 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) INTRODUCTORY SECTION 10.A.a Packet Pg. 253 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 10.A.a Packet Pg. 254 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY ADMINISTRATOR’S OFFICE 7351 Rosanna Street Gilroy, CA 95020 Telephone (408) 846-0202 Facsimile (408) 846-0500 http://www.ci.gilroy.ca.us December 26, 2019 To the Honorable Mayor, Members of the City Council and Citizens of Gilroy: The City of Gilroy’s (City) Charter requires that the City publish a complete set of audited financial statements for each fiscal year. This report is published to fulfill that requirement for the fiscal year ended June 30, 2019. This Comprehensive Annual Financial Report (CAFR) is submitted for your information and review. The information contained herein has been provided to allow the reader to gain an understanding of Gilroy’s financial activities. Management assumes full responsibility for the completeness and reliability of the information contained in this report. The Management Discussion and Analysis (MD&A) is included to assist the reader in its review of the City’s financial statements. It provides a roadmap for the financial statements and related notes. To provide a reasonable basis for making these representations, management of the City has established a comprehensive framework of internal controls that is designed to both protect the government’s assets from loss, theft or misuse and to compile sufficient reliable information for the preparation of the City’s financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP). Because the cost of internal controls should not outweigh their benefits, the City’s comprehensive framework of internal controls has been designed to provide reasonable, rather than absolute assurance that the financial statements will be free from material misstatements. Management is committed to maintaining the City’s internal controls to adequately safeguard assets; and to provide reasonable assurances of proper recording of financial transactions. White Nelson Diehl Evans LLP, Certified Public Accountants, have issued an unmodified (“clean”) opinion on Gilroy’s financial statements for the year ended June 30, 2019. The independent auditor’s report is located at the front of the financial section of this report. The MD&A immediately follows the independent auditor’s report and provides a narrative introduction, overview, and analysis of the basic financial statements. The MD&A complements this letter of transmittal and should be read in conjunction with it. i 10.A.a Packet Pg. 255 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Profile of the government The City is the southernmost city in Santa Clara County, and is located approximately 25 miles south of San Jose and approximately 75 miles south of San Francisco. Gilroy sits at the crossing of U.S. Highway 101 and State Highway 152. The City was first incorporated in 1870 and became a charter city on January 8, 1960. As of May 2019 the City had a population estimate of 55,928. Situated between the Diablo and Santa Cruz mountains in the Santa Clara Valley, the City experiences mild temperatures, while missing most of the coastal fog. The agricultural growing season ranges from 300 to 350 days a year. Over the past few decades, the City has been transitioning from an agricultural economy into a light industrial- and services-based economy. The City operates under the Council-Administrator form of government. The seven City Council members, including the Mayor, are elected-at-large to four year terms in alternate slates of three every two years, with the Mayor being elected every four years. The City Council appoints the City Administrator who heads the executive branch of the government, implements City Council directives and policies, and manages the administrative and operational functions through the department directors. The City Administrator appoints the department directors with the exception of the City Clerk and the City Attorney, who are appointed by the City Council. The budget of the City is a detailed operating and capital improvement plan that identifies estimated costs and activities as related to estimated revenues. The City Administrator submits to the City Council a proposed biennial budget for all funds and the Council then proceeds to make any changes to the proposed budget it deems necessary. Before adopting the proposed budget the Council holds a public hearing. After the conclusion of the public hearing the Council may further make revisions to the proposed budget. Thereafter the Council adopts the budget with revisions, if any. The City provides municipal services including police and fire protection, community and economic development, recreation activities, parks and street maintenance, water and sewer utilities and general City administration. Natural gas and electricity are provided by Pacific Gas and Electric Company. Water service is provided by the City. Wastewater is collected and treated by the South County Regional Wastewater Authority. Recycling and solid waste disposal services are provided in the City by Recology South Valley. Economic Setting Gilroy’s economy has been dominated by agriculture and its related industries (food processing, etc.) since the 1800s. However, the growing influence of Silicon Valley and regional population growth have resulted in significant changes in the local economy during the past twenty years. The economic boom in Silicon Valley which began in the early 1990s had profound impacts on the local economy, resulting in significant increases in home prices and land values as well as significant decreases in local unemployment. Today, Gilroy’s economy is diversified into non-agricultural commercial and industrial activities such as light manufacturing, wholesale operations, automobile sales, and large retail centers. The Gilroy Outlets, Auto Mall area, and retail developments east of Highway 101 have put the City on the map as a regional retail destination, and helped strengthen the City’s tax revenues. Manufacturing and wholesale/distribution operations take advantage of Gilroy’s proximity to Silicon Valley and easy access to Highway 152, leading to Interstate 5 and the Central Valley. ii 10.A.a Packet Pg. 256 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report)   Development and Construction Activity Prior to the 2008 economic recession, local real estate development and construction industries experienced a high demand for new residential, commercial, and industrial development. Although limited by the City’s Residential Development Ordinance (RDO), new housing construction saw a surge of activity, as RDO allocations approved in earlier years were built out. Housing developments in the northwest quad, north-central Gilroy, and Eagle Ridge area brought new households to the City, many residents of which commute to work in the north county area. Construction activity was also high in the southeast industrial area. Fiscal Year 2019 (FY 19) Financial Results The City ended FY 19 with operating income. The primary expenditures with favorable FY 19 results included personnel and departmental expenditures, consistent with FY 18 savings. The City had some capital projects that were not completed in FY 19 and the expenditures will be carried forward to FY 20. In total, general fund revenue for FY 19 was higher than budgeted, primarily due to more property, sales and utility user taxes than anticipated. Revitalization and Capital Improvements Commercial development in certain corridors in Gilroy has added millions of square feet of retail and professional services space to the city. Downtown revitalization efforts have helped attract new businesses to the area, has retained existing businesses, and creating a core area of antique stores, specialty shops, and restaurants. Restored historic buildings also add to the downtown’s character, including the Old City Hall and Train Depot. However, some vacant storefronts persist and the City is focusing additional efforts at revitalizing these spaces. Within the past decade major projects including the Downtown Streetscape, the Camino Arroyo Bridge, the New Gilroy Library, and the Aquatics Center at Christopher High School have been added as significant assets to the community. The new Gilroy Library was completed in the spring of 2012 under budget and ahead of schedule. The City’s capital improvement plan (CIP) provides a 5-year window of projects to be completed within the CIP horizon. The financial health of the capital improvement funds have improved over the last few years as a result of new development. Long-term financial planning and major initiatives The City’s general fund balance as of June 30, 2019 was $27.8 million. In June 2017, City Council adopted a general fund reserve policy of retaining a general fund reserve equal to 20% of annual general fund expenditures, or approximately $11 million at budget adoption for FY 18. The policy also adopted a separate economic stability reserve that is used only for limited purposes, at 10% of general fund expenditures, or approximately $5.5 million. The City continues to experience the effects of a healthy economy as evidenced by the increase in sales, property, and transient occupancy tax receipts. The City has a long history of being conservative in its spending in order to maintain a balanced budget – for and on behalf of the community – and will continue to be financially prudent. iii 10.A.a Packet Pg. 257 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) LY 10.A.a Packet Pg. 258 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) City of Gilroy Elected Officials & City Staff As of Fiscal Year End - June 30, 2019 ELECTED OFFICIALS Roland Velasco Mayor Marie Blankley Mayor Pro Tempore Dion Bracco Council Member Carol Marques Council Member Peter Leroe-Muñoz Council Member Cat Tucker Council Member Fred Tovar Council Member CITY STAFF Gabriel Gonzalez City Administrator Shawna Freels City Clerk Greg Larson (Interim) Community Development Director Jimmy Forbis Finance Director Jeff Clet (Interim) Fire Chief LeeAnn McPhillips Human Resources Director/Risk Manager Scot Smithee Police Chief Girum Awoke Public Works Director Maria DeLeon Recreation Director v 10.A.a Packet Pg. 259 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY COUNCILADMINISTRATIVE ORGANIZATION CITY ATTORNEY Andy Faber CITY CLERK Shawna Freels COMMUNITY ENGAGEMENT COORDINATOR Rachelle Bedell SR. MANAGEMENT ANALYST Trevin W. Barber MANAGEMENT ASSISTANT OFFICE ASSISTANT II COMMUNITY DEVELOPMENT Greg Larson (Interim) PUBLIC WORKS Girum Awoke FINANCE Jimmy Forbis HUMAN RESOURCES LeeAnn McPhillips RECREATION Maria De Leon POLICE Scot Smithee ENVIRONMENTAL SERVICES FIRE PREVENTION/HAZARDOUS MATERIALS PLANNING OPERATIONS PARKS WATER STREETS, SEWERS, TREES FACILITIES FLEET ENGINEERING TRANSPORTATION/TRAFFIC DEVELOPMENT CAPITAL PROJECTS SCRWA GENERAL ACCOUNTING ACCOUNTS PAYABLE PAYROLL INFORMATION TECHNOLOGY ADMINISTRATION CITY ADMINISTRATOR Gabriel Gonzalez FIRE Jeff Clet (Interim) OPERATIONS EMS/TRAINING ADMINISTRATIVE SUPPORT LABOR RELATIONS EMPLOYEE BENEFITS RECRUITMENT/SELECTION RISK MANAGEMENT/ WORKERS COMP CLASSIFICATION/ COMPENSATION EMPLOYEE TRAINING & DE-VELOPMENT ADAPTIVE AFTER SCHOOL AQUATICS ADULT & YOUTH SPORTS CONTRACT CLASSES CULTURAL ARTS EARLY CHILDHOOD RECREA-TION MUSEUM PARK & FACITIES RESERVA-TIONS SENIOR CENTER SPECIAL EVENITS SUMMER DAY CAMP VOLUNTEERS YOUTH CENTER YOUTH SCHOLARSHIP FIELD OPERATIONS BUILDING HOUSING AND COMMUNITY DEVELOPMENT CODE ENFORCEMENT SPECIAL OPERATIONS TRAFFIC UNIT INVESTIGATIONS ANTI-CRIME TEAM YOUTH TASK FORCE ADMIN. SERVICES RECORDS COMMUNICATIONS ADMINISTRATION BUDGET UTILITY BILLING PURCHASING vi10.A.a Packet Pg. 260 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) vii 10.A.a Packet Pg. 261 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) viii 10.A.a Packet Pg. 262 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) FINANCIAL SECTION 10.A.a Packet Pg. 263 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 10.A.a Packet Pg. 264 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2875 Michelle Drive, Suite 300 | Irvine, California 92606 | WNDECPA.com | 714.978.1300 1 INDEPENDENT AUDITORS’ REPORT The Honorable Mayor and Members of the City Council of the City of Gilroy Gilroy, California Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business- type activities, the discretely presented component unit, each major fund and the aggregate remaining fund information of the City of Gilroy (the City), as of and for the year ended June 30, 2019, and the related notes to the basic financial statements, which collectively comprise the City’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the City’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. 10.A.a Packet Pg. 265 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2 Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the discretely presented component unit, each major fund and the aggregate remaining fund information of the City of Gilroy, as of June 30, 2019, and the respective changes in financial position and where applicable cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis, the schedules of changes in the net pension liability and related ratios - miscellaneous and safety plans, the schedules of contributions - miscellaneous and safety defined benefit pension plans, the schedules of changes in the total OPEB liability and related ratios and the budgetary comparison schedule, identified as Required Supplementary Information (RSI) in the accompanying table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the RSI in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements and other knowledge we obtained during the audit of the basic financial statements. We do not express an opinion or provide any assurance on the RSI because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The introductory section, supplementary schedules, additional schedules and statistical section, as listed in the table of contents, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The consolidating schedules, combining and individual nonmajor fund financial statements and schedules and major fund budget and actual schedules (supplementary schedules), as listed in the table of contents, are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary schedules are fairly stated in all material respects in relation to the basic financial statements as a whole. 10.A.a Packet Pg. 266 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 3 Other Matters (Continued) Other Information (Continued) The additional schedules, as listed in the table of contents, have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 26, 2019, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. Irvine, California December 26, 2019 10.A.a Packet Pg. 267 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 4 10.A.a Packet Pg. 268 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 5 MANAGEMENT’S DISCUSSION AND ANALYSIS The following discussion and analysis of the financial performance of the City of Gilroy provides an overview of the City’s financial activities for the fiscal year ended June 30, 2019 (FY 19). Please read it in conjunction with the financial statements identified in the accompanying table of contents. Using the Accompanying Financial Statements This annual report consists of a series of financial statements. The Statement of Net Position and the Statement of Activities provide information about the activities of the City as a whole and present a longer-term view of the City’s finances. Also included in the accompanying report are fund financial statements. For governmental activities, the fund financial statements tell how these services were financed in the short term as well as what remains for future spending. Fund financial statements also report the City’s operations in more detail than the government-wide statements by providing information about the City’s most significant funds. The remaining statements provide financial information about activities for which the City acts solely as a trustee or agent for the benefit of those outside of the government. Notes to the Basic Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. FINANCIAL HIGHLIGHTS  The City’s overall net position increased from FY 18 primarily due to revenue growth in taxes (property and sales). As of June 30, 2019 the City’s governmental funds reported a combined ending fund balance of $82.5 million, an increase of $3.0 million.  The FY 19 original adopted general fund budget revenue amount of $54.5 million was lower than the actual amount of $56.5 million. The increase was due to higher than anticipated sales and property tax revenue.  General fund revenue was higher than budgeted for certain revenue types. Property tax was approximately $1.3 million more than anticipated and sales tax was $1.5 million more than anticipated. Transient occupancy tax growth was stagnant and utility users’ tax was $0.4 million more than anticipated.  The FY 19 amended general fund budget expenditure amount of $56.0 million was higher than the actual amount of $53.4 million due to departmental savings, including personnel savings resulting from vacant positions and one-time expenditures that were not completed in FY 19. In addition, the City maintained its conservative spending practices during the fiscal year.  The general fund reserve as of June 30, 2019 increased by $2.2 million at $27.8 million which is 52% of actual FY 19 expenditures.  Total City’s long-term debt decreased by $2.5 million, due to principal reduction payments. 10.A.a Packet Pg. 269 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 6 OVERVIEW OF THE FINANCIAL STATEMENTS The annual report consists of four parts – management’s discussion and analysis (this section), the basic financial statements, required supplementary information, and a section that presents combining statements for nonmajor governmental funds, internal service funds and fiduciary funds. The basic financial statements include two kinds of statements that present different views of the City:  The first two statements are government-wide financial statements that provide both long-term and short-term information about the City’s overall financial status.  The remaining statements are fund financial statements that focus on individual parts of the City government, reporting the City’s operations in more detail than the government-wide statements.  The governmental funds statements tell how general government services like public safety were financed in the short term as well as what remains for future spending.  Proprietary funds statements offer short-term and long-term financial information about the activities the government operates like businesses, such as the water and sewer system.  Fiduciary funds statements provide information about the fiduciary relationships – like the agency funds of the City – in which the City acts solely as agent or trustee for the benefit of others, to whom the resources in question belong. The financial statements also include notes that explain some of the information in the financial statements and provide more detailed data. The statements are followed by a section of required supplementary information that provides additional financial and budgetary information. Figure A-1 summarizes the major features of the City’s financial statements, including the portion of the City government they cover and the types of information they contain. The remainder of this overview section of management’s discussion and analysis explains the structure and contents of each of the statements. 10.A.a Packet Pg. 270 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 7 Figure A-1 Major Features of the City’s Government-wide and Fund Financial Statements Fund Statements Government-wide Statements Governmental Funds Proprietary Funds Fiduciary Funds Scope Entire City government (except fiduciary funds) The activities of the City that are not proprietary or fiduciary Activities the City operates similar to private businesses Instances in which the City is the trustee or agent for someone else’s resources Required financial statements  Statement of net position  Statement of activities  Balance sheet  Statement of revenues, expenditures and changes in fund balances  Statement of net position  Statement of revenues, expenses and changes net position  Statement of cash flows  Statement of fiduciary assets and liabilities Accounting basis and measurement focus Accrual accounting and economic resources focus Modified accrual accounting and current financial resources focus Accrual accounting and economic resources focus Accrual accounting and economic resources focus Type of asset/ liability information All assets, deferred outflows of resources and liabilities, both financial and capital, and short- term and long-term Only assets expected to be used up and liabilities and deferred inflows of resources that come due during the year or soon thereafter; no capital assets or long-term debt included All assets, deferred outflows of resources and liabilities, both financial and capital, and short- term and long-term All assets and liabilities, both short-term and long- term; the City’s fiduciary funds do not currently contain capital assets, although they can Type of inflow/ outflow information All revenues and expenses during year, regardless of when cash is received or paid Revenues for which cash is received during or soon after the end of the year; expenditures when goods or services have been received and payment is due during the year or soon thereafter All revenues and expenses during the year, regardless of when cash is received or paid All revenues and expenses during the year, regardless of when cash is received or paid 10.A.a Packet Pg. 271 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 8 Reporting the City as a Whole The accompanying government-wide financial statements include two statements that present financial data for the City as a whole. One of the most important questions asked about the City’s finances is, “Is the City as a whole better off or worse off as a result of the year’s activities?” The Statement of Net Position and the Statement of Activities report information about the City as a whole and about its activities in a way that helps answer this question. These statements include all assets, deferred outflows of resources and liabilities using the accrual basis of accounting, which is similar to the accounting used by most private-sector companies. All of the current year’s revenues and expenses are taken into account regardless of when cash is received or paid. These two statements report the City’s net position and changes in them. You can think of the City’s net position – the difference between assets, deferred outflows of resources and liabilities – as one way to measure the City’s financial health, or financial position. Over time, increases and decreases in the City’s net position are one indicator of whether its financial health is improving or deteriorating. You will need to consider other nonfinancial factors, however, such as changes in the City’s property tax base and the condition of the City’s roads, to assess the overall health of the City. In the Statement of Net Position and the Statement of Activities, we divide the City into two kinds of activities:  Governmental activities - Most of the City’s basic services are reported here. Sales taxes, property taxes, and other revenues finance most of these activities.  Business-type activities - The City charges a fee to customers to help it cover all or most of the cost of the services accounted for in these funds. Reporting the City’s Major Funds The fund financial statements provide detailed information about the City’s most significant funds – not the City as a whole. Some funds are required to be established by State law or by bond covenants. However, City Council establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting administrative responsibilities for using certain taxes, grants, or other money (such as grants received). The City’s two kinds of funds – governmental and proprietary – use different accounting approaches.  Governmental funds - Most of the City’s basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year end that are available for spending. These funds are reported using an accounting method called modified accrual accounting, which measures cash and all other current financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short- term view of the City’s general government operations and the basic services it provides. Governmental fund information helps you determine whether there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. We describe the relationship or differences between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds in reconciliations following the fund financial statements. 10.A.a Packet Pg. 272 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 9  Proprietary funds - When the City charges customers for the services it provides - whether to outside customers or to other units of the City - these services are generally reported in proprietary funds. Proprietary funds are reported in the same way that all activities are reported in the Statement of Net Position and the Statement of Activities. In fact, the City’s enterprise funds (a component of proprietary funds) are the same as the business-type activities we report in the government-wide statements but provide more detail and additional information, such as cash flows for proprietary funds. We use internal service funds (the other component of proprietary funds) to report activities that provide supplies and services for the City’s other programs and activities. Reporting the City’s Fiduciary Responsibilities The City is an agent for certain assets held for, and under the control of, other organizations and individuals. All of the City’s fiduciary activities are reported in a separate Statement of Fiduciary Assets and Liabilities. We exclude these activities from the City’s other financial statements because the City cannot use these assets to finance its operations. The City is responsible for ensuring that the assets reported in these funds are used for their intended purposes. GOVERNMENT-WIDE FINANCIAL STATEMENTS A summary of the government-wide statement of net position (in thousands) follows: 2019 2018 Change 2019 2018 Change Current and other assets 113,379$ 108,535$ 4,844$ 114,496$ 115,758$ (1,261)$ Capital assets 219,370 224,782 (5,412) 91,135 87,337 3,798 Total assets 332,749 333,317 (568) 205,631 203,094 2,537 Deferred Outflows of Resources: Deferred pension plans 16,233 20,278 (4,046)541 694 292 Deferred refunding - - -186 249 (507) Total Deferred Outflows 16,233 20,278 (4,046)727 942 (215) Long-term liabilities outstanding 163,192 165,662 (2,470) 10,955 13,293 (2,337) Other liabilities 12,707 11,239 1,468 4,108 4,851 (743) Total liabilities 175,899 176,901 (1,002) 15,063 18,144 (3,081) Deferred Inflows of Resources: Deferred pension plans 4,684 5,087 (403)107 180 (73) Net position: Net investment in capital investments 156,470 159,070 (2,600) 91,135 87,337 3,798 Restricted 49,689 48,731 958 -- - Unrestricted (37,760) (36,193) (1,566) 100,053 98,376 1,678 Total net position 168,399$ 171,608$ (3,209)$ 191,188$ 185,712$ 5,476$ Governmental Activities Business-type Activities 10.A.a Packet Pg. 273 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 10 A summary of the government-wide statement of activities follows: Changes in Net Position (In thousands) 2019 2018 Change 2019 2018 Change Revenues Program revenues: Charges for services 12,594$ 11,648$ 946$ 25,199$ 23,838$ 1,361$ Operating contributions and grants 13,146 19,390 (6,243) --- Capital contributions 6,538 10,319 (3,781) 4,161 2,330 1,830 General revenues: Property taxes 14,476 13,161 1,315 --- Sales taxes 20,186 18,827 1,359 --- Other taxes 8,536 8,629 (93) --- Other general revenues 2,760 1,792 969 1,298 466 832 Total revenues 78,237 83,766 (5,529) 30,658 26,635 4,023 Program expenses General government 7,696 7,315 381 --- Public safety 37,837 35,592 2,246 --- Community services 9,527 9,655 (128) --- Community development 22,518 19,211 3,307 --- Interest expense and other charges 3,227 3,148 79 --- Sewer --- 11,718 10,749 969 Water --- 11,777 9,938 1,839 Total expenses 80,806 74,921 5,885 23,495 20,687 2,808 Excess (deficiency) before special items and transfers (2,569) 8,845 (11,414) 7,163 5,948 1,215 Special items - share of joint venture net income (loss)--- (2,327) (789) (1,538) Transfers (640) 1,242 (1,882) 640 (1,242) 1,882 Increase (decrease) in net position (3,209) 10,087 (13,296) 5,476 3,917 1,559 Beginning net position 171,608 161,521 10,087 185,712 181,795 3,917 Ending net position 168,398$ 171,608$ (3,209)$ 191,188$ 185,712$ 5,476$ Governmental Activities Business-type Activities The increase or decrease in net position can provide an indication as to whether the overall financial position of the City improved or deteriorated during the year. The net position of the City’s governmental activities improved between years primarily due to increased cash due to the City’s healthy economic environment. See below for a discussion of the change in capital assets. The net position of the City’s business activities increased between years. The City’s investment in joint venture increased between years. See below for a discu ssion of the change in capital assets. Charges for services for governmental activities increased between years primarily due to an increase in plan check and inspection fees from FY 18. The operating contributions and grants for governmental activities decreased between years due to lower collection of development impact fees. Capital contributions for business-type activities increased between years due to the investment and completion of significant sewer improvement projects. 10.A.a Packet Pg. 274 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 11 MAJOR FUNDS As noted earlier, the City uses fund accounting to provide proper financial management of the City’s resources and to demonstrate compliance with finance-related legal requirements. Major Governmental Funds. The General Fund is the chief operating fund of the City. In the financial statements for the year ended June 30, 2011, the City began combining its Sidewalk Repair, Library Reserve, Golf Course and Community Recreation special revenue funds with the City’s General Fund for financial statement presentation as required under GASB 54. At the end of FY 19, the total fund balance of the general fund (as presented in the aforementioned manner) was $27.8 million. Revenues increased between the years ended June 30, 2018 and June 30, 2019 primarily as a result of increased tax revenue as the City continues to experience a healthy economy as sales and property taxes are at an all-time high. The Public Facilities Impact Capital Projects Fund has a total fund deficit of $3.2 million. In the year ended June 30, 2006 several impact funds were consolidated into this fund. In February 2008, this fund borrowed $13.7 million from several funds for the purchase of Gilroy Gardens. See Note 3, in the Notes to the Basic Financial Statements for additional information. Major Enterprise Funds. Unrestricted net position of the Sewer Fund at the end of the year amounted to $80.0 million and those for the Water Fund amounted to $20.1 million. GENERAL FUND The final budgeted operating expenditures of the General Fund were $54.5 million. The actual operating expenditures of the General Fund were $56.5 million, approximately $1.6 million more than the final budget. The difference is primarily due to one-time expenditures and use of unrestricted fund balance. Some budgetary savings were realized due to various budgeted expenditures not made in the year ended June 30, 2019 that will be carried forward to the year ended June 30, 2020. In June 2017, the City Council adopted a new general fund reserve policy that consisted of (i) an unrestricted General Fund Reserve of 20% of general fund expenditures and (ii) an Economic Stability Reserve of 10% of general fund expenditures that is intended to help the City weather a severe economic crisis. The following table summarizes the adopted general fund reserve policy: General Fund Reserve Description of Use Amount Unrestricted Unbudgeted costs or revenue shortfall Minimum of 20% of expenditures Economic Stability Specific triggers in severe economic downturn Minimum of 10% of expenditures 10.A.a Packet Pg. 275 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 12 The Economic Stability Reserve shall only be used in extraordinary circumstances, upon satisfaction of one of the following “economic triggers” and with the majority vote of the City Council:  State take-away of significant revenue  Large drop in property taxes (decrease in assessed valuations)  Major business closures (sales tax and/or utility users’ tax impact)  Dramatic drop in development from projections  Large unexpected drop in sales taxes (or other primary revenues - utility users’ tax, franchise fees or transient occupancy tax) due to severe recession  The economic triggers cause the General Fund Reserve to fall below a predetermined percentage of expenditures (e.g. 20%). When the Economic Stability Reserve is used, the City is obligated to replenish the reserve by the end of the next biennial budget to 10% of the general fund expenditures for the given year. CAPITAL ASSETS Capital Assets (net of depreciation) (In thousands) 2019 2018 2019 2018 2019 2018 Land 21,335$ 21,335$ -$ -$ 21,335$ 21,335$ Buildings and improvements 80,884 83,054 - - 80,884 83,054 Furniture and equipment 2,856 3,068 21 24 2,877 3,092 Vehicles 4,344 3,511 - - 4,344 3,511 IT Equipment and software 427 549 - - 427 549 Utility system - - 85,318 86,592 85,318 86,592 Infrastructure 104,885 109,071 - - 104,885 109,071 Construction in progress 4,638 4,194 5,795 721 10,433 4,915 Total 219,370$ 224,782$ 91,135$ 87,337$ 310,505$ 312,119$ Governmental Activities TotalBusiness-type Activities The major changes to capital assets during the year ended June 30, 2019 were as follows:  Buildings and improvements for governmental activities decreased primarily as a result of depreciation.  Furniture and equipment for governmental activities decreased as a result of depreciation purchases.  Vehicles for governmental activities increased due to several major vehicle purchases.  IT equipment and software for governmental activities decreased as a result of depreciation.  Infrastructure for governmental activities decreased due to depreciation and assets reaching end of life, partially offset by additions in medians, storm drains, streetlights, pavement, sidewalk, and curb and gutter. 10.A.a Packet Pg. 276 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 13  Construction in progress for governmental activities increased due to numerous projects that have started and will be completed in FY 20.  Utility system capital assets for business-type activities decreased as a result of depreciation and assets reaching end of life.  Construction in progress for business-type activities increased due to the transfer of completed assets to the utility system. Additional information on the City’s capital assets can be found in the Notes 1i and 4 to the Basic Financial Statements. LONG-TERM DEBT As of June 30, 2019, the City’s governmental activities had bonded debt outstanding of $65.5 million. Of this amount, $27.9 million represents general obligation bonds secured solely by specified revenue sources. The remaining debt of $37.5 million represents refunding revenue bonds. 2019 2018 General obligation bonds 27,983,538$ 28,745,000$ Refunding revenue bonds 37,515,000 39,250,000 Total 65,498,538$ 67,995,000$ Outstanding Debt Governmental Activities The City issued Certificates of Participation 2003 Series, in the amount of $45,900,000 to fund several capital projects. These debt instruments were refinanced in August 2009 with bond anticipation notes (BANs). In 2010 the City refinanced its 2009 BANs with 50% fixed-rate, long- term lease revenue bonds (LRBs) (with a final maturity in 2033) and 50% three-year short-term BANs. These BANs were scheduled to mature on November 1, 2013 and were refinanced in August 2013 with LRBs. See Notes 11 in the Notes to the Basic Financial Statements for a further discussion. The City issued $10.5 million principal amount of General Obligation Bonds 2009 Series to finance the acquisition, construction and improvement of facilities to be used as a public library within the City. In FY 11, the City issued an additional $23.5 million principal amount of General Obligation Bonds 2010 Series for the library. The bonds were refunded on June 26, 2019 with proceeds from the 2019 General Obligation Refunding Bonds, Series A. See Note 11 in the Notes to the Basic Financial Statements for additional information. The City’s long-term business-type debt includes Wastewater Revenue Bonds of $9,230,000. See Note 11 for additional information. Additional information on the City’s long-term debt can be found in the Notes to the Basic Financial Statements. 10.A.a Packet Pg. 277 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 14 Budgetary Highlights See the Required Supplementary Information in the City’s financial statements for a comparison of the City’s budgeted revenues and expenditures to actual revenues and expenditures. When preparing its budget, the City projects its revenues using realistic, but conservative methods so as to budget its expenditure appropriations in a prudent manner. As the City had adequate reserves as of June 30, 2019, funds from the unrestricted fund balance or accumulated annual savings were used to continue to build the City’s capital outlay reserves for future projects. In addition, the City continued economic incentive transfers from the general fund to the impact funds, to make these funds whole for the previously granted incentives. Economic Factors and Fiscal Year 19 Budgets In FY 19 the City continued to experience a healthy economy as evidenced by the increase in sales tax and property tax receipts. The City continues to operate within its means, with upturns in revenues over the past few years. The City has always taken a conservative approach in its spending in order to maintain a balanced budget – for and on behalf of the community – and will continue to be financially prudent during the current biennial budget. The City regularly reviews its revenues and expenditures to keep a pulse on its current fiscal health and to ensure the adequate protection of the City’s financial resources. Contacting the City’s Financial Management This financial report is designed to provide our citizens, taxpayers, customers, and creditors with a general overview of the City’s finances and to show the City’s accountability for the money it receives. If you have questions about this report or need additional financial information, contact the Finance Director’s Office, at the City of Gilroy, 7351 Rosanna Street, Gilroy, California 95020. 10.A.a Packet Pg. 278 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 15 BASIC FINANCIAL STATEMENTS 10.A.a Packet Pg. 279 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 16 10.A.a Packet Pg. 280 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Discrete Primary Government Component Unit South County Regional Governmental Business-type Wastewater Activities Activities Total Authority ASSETS: Cash and investments (Note 2) 99,708,000$ 38,959,018$ 138,667,018$ 8,171,993$ Cash and investments with fiscal agent (Note 2) 2,703,024 2,621,046 5,324,070 - Accounts receivable 317,636 2,569,596 2,887,232 42,166 Due from other governments 5,259,583 - 5,259,583 1,136,775 Prepaid items 42,339 5,500 47,839 1,640 Interest receivable 1,461,596 - 1,461,596 - Loans receivable 3,073,187 - 3,073,187 - Due from primary government - - - 1,522,161 Due from component unit - 984,524 984,524 - Inventory 107,218 318,167 425,385 - Land held for resale 706,754 - 706,754 - Capital assets, not depreciated (Note 4) 25,972,985 5,795,301 31,768,286 27,187,805 Capital assets, depreciated, net (Note 4) 193,396,878 85,339,631 278,736,509 71,014,841 Investment in joint venture (Note 5) - 69,038,625 69,038,625 - TOTAL ASSETS 332,749,200 205,631,408 538,380,608 109,077,381 DEFERRED OUTFLOWS OF RESOURCES: Deferred amount on refunding - 186,381 186,381 - Deferred amounts on pensions 15,708,671 540,814 16,249,485 - Deferred amounts on OPEB 524,000 - 524,000 - TOTAL DEFERRED OUTFLOWS OF RESOURCES 16,232,671 727,195 16,959,866 - LIABILITIES: Accounts payable and other liabilities 4,844,434 1,647,938 6,492,372 1,911,544 Deposits payable - 76,560 76,560 - Interest payable 642,664 192,292 834,956 - Unearned revenue 1,725,533 - 1,725,533 - Retentions payable 49,097 - 49,097 - Due to primary government - - - 984,524 Due to component unit 1,499,513 22,648 1,522,161 - Long-term liabilities (Notes 11 through 13 and 15):- Due within one year 3,945,542 2,168,700 6,114,242 - Due in more than one year 69,671,529 7,946,325 77,617,854 - OPEB liability - due in more than one year 14,934,000 - 14,934,000 - Pension liability - due in more than one year 78,586,863 3,008,863 81,595,726 - TOTAL LIABILITIES 175,899,175 15,063,326 190,962,501 2,896,068 DEFERRED INFLOWS OF RESOURCES: Deferred amounts on pensions 2,969,114 107,086 3,076,200 - Deferred amounts on OPEB 1,715,000 - 1,715,000 - TOTAL DEFERRED OUTFLOWS OF RESOURCES 4,684,114 107,086 4,791,200 - NET POSITION: Net investment in capital assets 156,469,628 91,134,932 247,604,560 98,202,646 Restricted for: Public safety 508,917 - 508,917 - Community services 1,725,410 - 1,725,410 - Community development 45,230,191 - 45,230,191 - Debt service 2,224,286 - 2,224,286 - Unrestricted (37,759,850) 100,053,259 62,293,409 7,978,667 TOTAL NET POSITION 168,398,582$ 191,188,191$ 359,586,773$ 106,181,313$ CITY OF GILROY STATEMENT OF NET POSITION June 30, 2019 See accompanying notes to the basic financial statements. 17 10.A.a Packet Pg. 281 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Charges Operating Capital for Grants and Grants and Expenses Services Contributions Contributions Governmental activities: General government 7,696,445$ 3,726,486$ 168,247$ -$ Public safety 37,837,438 1,234,017 574,998 - Community development 22,518,209 6,624,477 12,387,124 6,538,076 Community services 9,526,627 1,009,235 15,905 - Interest expense and other charges 3,226,849 - - - Total governmental activities 80,805,568 12,594,215 13,146,274 6,538,076 Business-type activities: Sewer 14,044,716 12,904,657 - 3,191,220 Water 11,777,220 12,294,119 - 969,290 Total business-type activities 25,821,936 25,198,776 - 4,160,510 Total 106,627,504$ 37,792,991$ 13,146,274$ 10,698,586$ Discrete Component Unit: South County Regional Wastewater Authority 13,335,271$ 9,329,329$ -$ 4,759,930$ General revenues: Taxes: Property taxes Sales taxes Transient occupancy taxes Franchise taxes Document transfer tax Utility tax Investment income State motor vehicle in lieu Other Transfers Total general revenues and transfers Change in net position Net Position At Beginning of Year Net Position At End of Year Functions/programs CITY OF GILROY STATEMENT OF ACTIVITIES For the year ended June 30, 2019 Program Revenues See accompanying notes to the basic financial statements. 18 10.A.a Packet Pg. 282 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Discrete Component Unit South County Regional Governmental Business-type Wastewater Activities Activities Total Authority (3,801,712)$ -$ (3,801,712)$ -$ (36,028,423) - (36,028,423) - 3,031,468 - 3,031,468 - (8,501,487) - (8,501,487) - (3,226,849) - (3,226,849) - (48,527,003) - (48,527,003) - - 2,051,161 2,051,161 - - 1,486,189 1,486,189 - - 3,537,350 3,537,350 - (48,527,003) 3,537,350 (44,989,653) - - - - (753,988) 14,476,481 - 14,476,481 - 20,186,105 - 20,186,105 - 1,771,882 - 1,771,882 - 1,669,817 - 1,669,817 - 372,284 - 372,284 - 4,721,529 - 4,721,529 - 2,567,147 1,298,215 3,865,362 - 26,695 - 26,695 - 166,316 - 166,316 - (640,347) 640,347 - - 45,317,909 1,938,562 47,256,471 - (3,209,094) 5,475,912 2,266,818 753,988 171,607,676 185,712,279 357,319,955 105,427,325 168,398,582$ 191,188,191$ 359,586,773$ 106,181,313$ Primary Government Changes in Net Position Net (Expense) Revenue and 19 10.A.a Packet Pg. 283 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Capital Projects Fund Public General Facilities Fund Impact Cash and investments 26,506,179$ 4,523,142$ Cash and investments with fiscal agent - - Accounts receivable 60,662 - Due from other governments 4,683,605 - Prepaid items 16,337 - Due from other funds (Note 3) 1,433,558 - Interfund loans receivable (Note 3) - - Interest receivable - - Loans receivable - - Inventory of materials 59,663 - Land held for resale - - TOTAL ASSETS 32,760,004$ 4,523,142$ LIABILITIES: Accounts payable 965,759$ 14$ Accrued liabilities 2,272,242 1,623 Due to other funds (Note 3)- - Due to joint venture - - Retentions payable - - Unearned revenue 1,725,533 - Interfund loans payable (Note 3) - 7,703,516 TOTAL LIABILITIES 4,963,534 7,705,153 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue 36,600 - FUND BALANCES (DEFICIT) (NOTE 16): Nonspendable 76,000 - Restricted - - Assigned - - Unassigned 27,683,870 (3,182,011) TOTAL FUND BALANCES (DEFICIT) 27,759,870 (3,182,011) TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES 32,760,004$ 4,523,142$ ASSETS RESOURCES AND FUND BALANCES CITY OF GILROY GOVERNMENTAL FUNDS June 30, 2019 BALANCE SHEET LIABILITIES, DEFERRED INFLOWS OF See accompanying notes to the basic financial statements. 20 10.A.a Packet Pg. 284 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Other Total Governmental Governmental Funds Funds 50,477,448$ 81,506,769$ 2,704,691 2,704,691 225,884 286,546 575,978 5,259,583 1,000 17,337 - 1,433,558 3,132,460 3,132,460 1,461,596 1,461,596 3,073,187 3,073,187 - 59,663 706,754 706,754 62,358,998$ 99,642,144$ 679,723$ 1,645,496$ 62,327 2,336,192 1,433,558 1,433,558 1,499,513 1,499,513 49,097 49,097 - 1,725,533 - 7,703,516 3,724,218 16,392,905 729,094 765,694 1,000 77,000 57,445,219 57,445,219 1,483,818 1,483,818 (1,024,351) 23,477,508 57,905,686 82,483,545 62,358,998$ 99,642,144$ 21 10.A.a Packet Pg. 285 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 22 10.A.a Packet Pg. 286 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fund balances - total governmental funds 82,483,545$ Amounts reported for governmental activities in the Statement of Net Position are different because: Capital assets used in governmental activities are not current financial resources and therefore are not reported in the governmental funds balance sheet: Capital assets 436,855,343$ Accumulated depreciation (222,609,532) 214,245,811 Long-term liabilities applicable to the City’s governmental activities are not due and payable in the current period and accordingly are not reported as fund liabilities. Interest on long-term liabilities is not accrued in governmental funds, but rather is recognized as an expenditures when due. All liabilities, both current and long-term, are reported in the Statement of Net Position. Balances as of June 30, 2019 are: Bonds payable (65,498,538) Premium on bonds payable (1,582,182) Loan payable (948,011) Compensated absences (1,621,601) Accrued interest (642,664) (70,292,996) Pension related debt and other post-employment benefit debt applicable to the City governmental activities are not due and payable in the current period and accordingly are not reported as fund liabilities. Deferred outflows of resources and deferred inflows of resources related to pensions and OPEB are only reported in the Statement of Net Net Position as the changes in these amounts effects only the government-wide statements for governmental activities. Deferred outflows of resources for pensions 15,708,671 Deferred outflows of resources for OPEB 524,000 Deferred inflows of resources for pensions (2,969,114) Deferred inflows of resources for OPEB (1,715,000) Pension liability (78,586,863) OPEB liability (14,934,000) (81,972,306) Unavailable revenue balances relating to certain receivables are reported as deferred inflows of resources in the Statement of Net Position since revenue recognition is not based upon measurable and available criteria.765,694 Internal service funds are used by management to charge the costs of certain activities, such as equipment management, to individual funds. The assets and liabilities of the internal service funds are included in governmental activities in the Statement of Net Position.23,168,834 Net position of governmental activities 168,398,582$ CITY OF GILROY RECONCILIATION OF THE GOVERNMENTAL FUNDS BALANCE SHEET TO THE STATEMENT OF NET POSITION June 30, 2019 See accompanying notes to the basic financial statements. 23 10.A.a Packet Pg. 287 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Capital Projects Fund Public General Facilities Fund Impact REVENUES: Taxes 43,224,793$ -$ Licenses and permits 3,487,338 - Intergovernmental 181,015 - Charges for services 7,151,331 3,291,141 Fines 239,873 - Investment income 739,568 139,507 Miscellaneous 1,502,637 - TOTAL REVENUES 56,526,555 3,430,648 EXPENDITURES: Current: General government 5,760,831 - Public safety 33,075,083 - Community services 7,831,193 - Community development 6,702,442 400,821 Debt service: Principal - - Interest and other charges - 132,492 Bond issuance costs - - TOTAL EXPENDITURES 53,369,549 533,313 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 3,157,006 2,897,335 OTHER FINANCING SOURCES (USES): Transfers in (Note 3)229,788 40,763 Transfers out (Note 3) (1,228,964) (3,531,775) Payment to refunded bond escrow agent - - Refunding debt issuance - - TOTAL OTHER FINANCING SOURCES (USES) (999,176) (3,491,012) NET CHANGE IN FUND BALANCES 2,157,830 (593,677) FUND BALANCES (DEFICIT) AT BEGINNING OF YEAR 25,602,040 (2,588,334) FUND BALANCES (DEFICIT) AT END OF YEAR 27,759,870$ (3,182,011)$ CITY OF GILROY STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS For the year ended June 30, 2019 24 10.A.a Packet Pg. 288 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Other Total Governmental Governmental Funds Funds 8,259,062$ 51,483,855$ - 3,487,338 3,732,469 3,913,484 1,059,356 11,501,828 - 239,873 368,468 1,247,543 487,822 1,990,459 13,907,177 73,864,380 - 5,760,831 987,338 34,062,421 - 7,831,193 8,318,220 15,421,483 2,654,708 2,654,708 3,316,064 3,448,556 112,903 112,903 15,389,233 69,292,095 (1,482,056) 4,572,285 3,965,524 4,236,075 (1,115,683) (5,876,422) (8,565,000) (8,565,000) 8,633,538 8,633,538 2,918,379 (1,571,809) 1,436,323 3,000,476 56,469,363 79,483,069 57,905,686$ 82,483,545$ See accompanying notes to the basic financial statements. 25 10.A.a Packet Pg. 289 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Net change in fund balances - total governmental funds 3,000,476$ Amounts reported for governmental activities in the Statement of Activities are different because: Governmental funds report capital outlays as expenditures. However, in the Statement of Activities, the cost of those assets is allocated over the estimated useful lives as depreciation expense. This is the amount by which depreciation exceeded capital expense in the current period. Donation of capital assets 3,889,055$ Capital outlay 1,372,031 Depreciation expense (11,330,513) (6,069,427) Governmental funds report the effect of , premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the Statement of Activities.132,985 Repayment of bond and loan principal is an expenditure in the governmental funds and issuance of debt is a revenue in the governmental funds, but the repayment reduces the long-term liabilities and the issuance increases long-term liabilities in the Statement of Net Position. Repayment of bond and loan principal 2,654,708 Payment to refunded bond escrow agent 8,565,000 Refunded debt issuance (8,633,538) 2,586,170 OPEB expense reported in the governmental funds includes the premiums paid. In the Statement of Activities, OPEB expense includes the change in the net OPEB liability, and related change in OPEB amounts for deferred outflows of resources and deferred inflows of resources. (398,000) Accrued interest expense related to the long-term liabilities. This amount is the difference between the amount of interest paid and the amount of interest incurred on long-term liabilities.201,625 To record the net change in compensated absences in the Statement of Activities. 117,103 Pension expense reported in the governmental funds includes the annual required contributions. In the Statement of Activities, pension expense includes the change in the net pension liability, and related change in pension amounts for deferred outflows of resources and deferred inflows of resources. (2,893,927) Revenues that are measurable but not available are recorded as unavailable revenue under the modified accrual basis of accounting. 35,478 Internal service funds are used by management to charge the costs of certain activities, such as equipment management, to individual funds. The net revenue of these internal service funds are included in governmental activities in the Statement of Activities.78,423 Change in net position of governmental activities (3,209,094)$ CITY OF GILROY RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES For the year ended June 30, 2019 See accompanying notes to the basic financial statements. 26 10.A.a Packet Pg. 290 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Governmental Activities Total Internal Enterprise Service ASSETS: Sewer Water Funds Funds CURRENT ASSETS: Cash and investments 17,687,792$ 21,271,226$ 38,959,018$ 18,199,564$ Cash and investments with fiscal agent 2,621,046 - 2,621,046 - Accounts receivable 1,276,562 1,293,034 2,569,596 31,090 Inventory of materials - 318,167 318,167 47,555 Prepaid items 2,037 3,463 5,500 25,002 Due from joint venture 984,524 - 984,524 - TOTAL CURRENT ASSETS 22,571,961 22,885,890 45,457,851 18,303,211 NONCURRENT ASSETS: Interfund loans receivable (Note 3) - - - 4,571,056 Capital assets: Capital assets, not depreciated - 5,795,301 5,795,301 4,404 Capital assets, depreciated, net 34,111,322 51,228,309 85,339,631 5,119,648 Investment in joint venture (Note 5) 69,038,625 - 69,038,625 - TOTAL NONCURRENT ASSETS 103,149,947 57,023,610 160,173,557 9,695,108 TOTAL ASSETS 125,721,908 79,909,500 205,631,408 27,998,319 DEFERRED OUTFLOWS OF RESOURCES: Deferred amount on refunding 186,381 - 186,381 - Deferred amount on pension plans 292,481 248,333 540,814 - TOTAL DEFERRED OUTFLOWS OF RESOURCES 478,862 248,333 727,195 - LIABILITIES: CURRENT LIABILITIES: Accounts payable 190,399 1,457,539 1,647,938 717,217 Accrued liabilities - - - 145,529 Deposits payable 50 76,510 76,560 - Interest payable 192,292 - 192,292 - Due to joint venture 22,648 - 22,648 - Bond payable, current portion 2,150,000 - 2,150,000 - Compensated absences, current portion 8,400 10,300 18,700 10,200 Claims payable, current portion - - - 982,000 TOTAL CURRENT LIABILITIES 2,563,789 1,544,349 4,108,138 1,854,946 NONCURRENT LIABILITIES: Bond payable 7,778,275 - 7,778,275 - Compensated absences 75,482 92,568 168,050 91,716 Pension liability 1,627,242 1,381,621 3,008,863 - Claims payable - - - 2,882,823 TOTAL NONCURRENT LIABILITIES 9,480,999 1,474,189 10,955,188 2,974,539 TOTAL LIABILITIES 12,044,788 3,018,538 15,063,326 4,829,485 DEFERRED INFLOWS OF RESOURCES: Deferred amounts on pension plans 57,914 49,172 107,086 - NET POSITION: Net investment in capital assets 34,111,322 57,023,610 91,134,932 5,124,052 Unrestricted 79,986,746 20,066,513 100,053,259 18,044,782 TOTAL NET POSITION 114,098,068$ 77,090,123$ 191,188,191$ 23,168,834$ CITY OF GILROY STATEMENT OF NET POSITION PROPRIETARY FUNDS June 30, 2019 Business-Type Activities See accompanying notes to the basic financial statements. 27 10.A.a Packet Pg. 291 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Governmental Activities Total Internal Enterprise Service Sewer Water Funds Funds OPERATING REVENUES: Charges for services 12,904,657$ 12,260,246$ 25,164,903$ 23,751,465$ TOTAL OPERATING REVENUES 12,904,657 12,260,246 25,164,903 23,751,465 OPERATING EXPENSES: Operations 8,339,489 9,034,293 17,373,782 22,043,687 Depreciation 1,703,303 1,348,663 3,051,966 669,474 Billing 668,982 668,760 1,337,742 - Administration 706,101 725,504 1,431,605 287,851 Claims and judgments - - - 1,709,624 Insurance premiums - - - 1,195,086 TOTAL OPERATING EXPENSES 11,417,875 11,777,220 23,195,095 25,905,722 OPERATING INCOME (LOSS) 1,486,782 483,026 1,969,808 (2,154,257) NONOPERATING REVENUES (EXPENSES): Investment income 593,929 704,286 1,298,215 447,908 Interest expense (299,389) - (299,389) - Share of joint venture net loss (2,327,452) - (2,327,452) - Miscellaneous - 33,873 33,873 784,100 Gain on disposal of capital assets - - - 672 TOTAL NONOPERATING REVENUES (EXPENSES)(2,032,912) 738,159 (1,294,753) 1,232,680 INCOME (LOSS) BEFORE TRANSFERS AND CAPITAL CONTRIBUTIONS (546,130) 1,221,185 675,055 (921,577) TRANSFERS AND CAPITAL CONTRIBUTIONS: Transfers in (Note 3)694,146 - 694,146 1,000,000 Transfers out (Note 3)- (53,799) (53,799) - Capital contribution from sewer development 2,574,460 - 2,574,460 - Capital contributions 616,760 969,290 1,586,050 - TOTAL TRANSFERS AND CAPITAL CONTRIBUTIONS 3,885,366 915,491 4,800,857 1,000,000 CHANGE IN NET POSITION 3,339,236 2,136,676 5,475,912 78,423 NET POSITION AT BEGINNING OF YEAR 110,758,832 74,953,447 185,712,279 23,090,411 NET POSITION AT END OF YEAR 114,098,068$ 77,090,123$ 191,188,191$ 23,168,834$ For the year ended June 30, 2019 Business-Type Activities CITY OF GILROY STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION PROPRIETARY FUNDS See accompanying notes to the basic financial statements. 28 10.A.a Packet Pg. 292 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Governmental Activities Total Internal Enterprise Service Sewer Water Funds Funds CASH FLOWS FROM OPERATING ACTIVITIES: Cash from services for charges 12,895,296$ 12,294,459$ 25,189,755$ -$ Cash received from user departments - - - 24,554,184 Cash payments to suppliers of goods and services (7,183,539) (7,737,357) (14,920,896) (22,633,212) Cash payments to employees for services (2,419,301) (2,332,456) (4,751,757) (1,752,412) NET CASH PROVIDED BY OPERATING ACTIVITIES 3,292,456 2,224,646 5,517,102 168,560 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Cash received from other funds 694,146 - 694,146 1,318,205 Cash paid to other funds - (53,799) (53,799) - Cash payments to joint venture (4,195,183) - (4,195,183) - NET CASH PROVIDED (USED) BY NONCAPITAL FINANCING ACTIVITIES (3,501,037) (53,799) (3,554,836) 1,318,205 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from sale of capital assets - - - 672 Acquisition of capital assets (105,584) (5,158,654) (5,264,238) (1,326,667) Capital contributions 2,574,460 - 2,574,460 - Principal paid (2,045,000) - (2,045,000) - Interest paid (512,625) - (512,625) - NET CASH USED BY CAPITAL AND RELATED FINANCING ACTIVITIES (88,749) (5,158,654) (5,247,403) (1,325,995) CASH FLOWS FROM INVESTING ACTIVITIES: Investment income 593,929 704,286 1,298,215 447,908 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 296,599 (2,283,521) (1,986,922) 608,678 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 20,012,239 23,554,747 43,566,986 17,590,886 CASH AND CASH EQUIVALENTS AT END OF YEAR 20,308,838$ 21,271,226$ 41,580,064$ 18,199,564$ CASH AND CASH EQUIVALENTS: Current Assets: Cash and investments 17,687,792$ 21,271,226$ 38,959,018$ 18,199,564$ Cash and investments with fiscal agent 2,621,046 - 2,621,046 - TOTAL CASH AND CASH EQUIVALENTS 20,308,838$ 21,271,226$ 41,580,064$ 18,199,564$ (Continued) Business-Type Activities CITY OF GILROY STATEMENT OF CASH FLOWS PROPRIETARY FUNDS For the year ended June 30, 2019 See accompanying notes to the basic financial statements. 29 10.A.a Packet Pg. 293 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Governmental Activities Total Internal Enterprise Service Sewer Water Funds Funds RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Operating income (loss) 1,486,782$ 483,026$ 1,969,808$ (2,154,257)$ Adjustments to reconcile operating income (loss) to net cash provided by operating activities: Depreciation 1,703,303 1,348,663 3,051,966 669,474 Miscellaneous nonoperating income - 33,873 33,873 784,100 Changes in operating assets, deferred outflows of resources, liabilities and deferred inflows of resources: (Increase) decrease in accounts receivable (9,361) (32,386) (41,747) 13,426 (Increase) decrease in inventory of materials - 32,726 32,726 5,193 (Increase) decrease in prepaid items (2,037) (3,463) (5,500) 256 (Increase) decrease in deferred outflows of resources on pension plans 82,579 70,114 152,693 - Increase (decrease) in accounts payable 41,252 328,424 369,676 (9,929) Increase (decrease) in accrued liabilities - - - 17,724 Increase (decrease) in deposits payable - (18,140) (18,140) - (Increase) decrease in deferred inflows of resources (39,459) (33,503) (72,962) - Increase (decrease) in compensated absences 2,134 (7,837) (5,703) 4,468 Increase (decrease) in pension liability 27,263 23,149 50,412 - Increase (decrease) in claims payable - - - 838,105 NET CASH PROVIDED BY OPERATING ACTIVITIES 3,292,456$ 2,224,646$ 5,517,102$ 168,560$ NONCASH FINANCING, CAPITAL OR INVESTING ACTIVITIES: Capital assets 616,760$ 969,920$ 1,586,680$ -$ PROPRIETARY FUNDS For the year ended June 30, 2019 Business-Type Activities (CONTINUED) CITY OF GILROY STATEMENT OF CASH FLOWS See accompanying notes to the basic financial statements. 30 10.A.a Packet Pg. 294 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Agency Funds ASSETS: Cash and investments 4,268,075$ Cash and investments with fiscal agent 295,479 Accounts receivable 7,027 Due from county 545 TOTAL ASSETS 4,571,126$ LIABILITIES: Accounts payable 89,996$ Due to bondholders 1,040,243 Unearned revenue 54,089 Deposits payable 3,386,798 TOTAL LIABILITIES 4,571,126$ CITY OF GILROY FIDUCIARY FUNDS June 30, 2019 STATEMENT OF FIDUCIARY ASSETS AND LIABILITIES See accompanying notes to the basic financial statements. 31 10.A.a Packet Pg. 295 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 32 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the City of Gilroy, California (the City), have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) as applied to government units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The more significant of the City’s accounting policies are described below. a. Reporting Entity The City of Gilroy was incorporated in 1870 under the general laws of the State of California and became a charter city on January 8, 1960. The City operates under the Council-Administrator form of government. As required by accounting principles generally accepted in the United States of America, these financial statements present the City and its component units, entities for which the City is considered to be financially accountable. The City is considered to be financially accountable for an organization if the City appoints a voting majority of that organization’s governing body and the organization is able to provide specific financial benefits to or impose specific financial burdens on the City. The City is also considered to be financially accountable if an organization is fiscally dependent (i.e., it is unable to adopt its budget, levy taxes, set rates or charges or issue bonded debt without approval from the City). In certain cases, other organizations are included as component units if the nature and significance of their relationship with the City are such that their exclusion would cause the City’s financial statements to be misleading or incomplete. The Gilroy Public Facilities Financing Authority is considered to be a blended component unit of the reporting entity of the City because its sole purpose is to finance and construct the City’s public facilities. Blended component units, although legally separate entities, are in substance, part of the City’s operations and so data from these units are reported with interfund data of the primary government. The Gilroy Public Facilities Financing Authority does not issue separate component unit financial statements. b. Discretely Presented Component Unit The South County Regional Wastewater Authority (Authority) was created on July 1, 1992 by the City of Gilroy and City of Morgan Hill (Member Agencies). The purpose of the Authority is to plan and implement regional solutions to the wastewater treatment and management problems resulting from the generation of wastewater within the service areas of the Member Agencies. To achieve this purpose, the Authority constructs, maintains and operates facilities for sewage treatment and wastewater reclamation. The City of Gilroy has a 58.1% ownership interest in the Authority. The City of Morgan Hill has a 41.9% ownership interest in the Authority. The Authority is governed by a Board of Directors, which consists of three members from the Gilroy City Council and two members from the Morgan Hill City Council. 10.A.a Packet Pg. 296 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 33 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) b. Discretely Presented Component Unit (Continued) The Authority’s budget and member contribution requirements are approved by the Board of Directors of the Authority. The City’s management provides accounting services, engineering services and administrative support to the Authority, and day-to-day operations associated with the Authority have been contracted directly by the Authority to a private provider of services for wastewater management and operations. The Authority is presented in a separate column to emphasize that it is legally separate from the City and provides a financial benefit to the City. Debt issued by the Authority requires approval by the City, and the City approves the budget of the Authority. Complete financial statements of the component unit can be obtained from the City’s administrative offices. c. Description of Government-wide Financial Statements The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information about the reporting government as a whole, except for its fiduciary activities. All fiduciary activities are reported only in the fund financial statements. Governmental activities, which normally are supported by taxes, intergovernmental revenues and other nonexchange transactions, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from discretely presented component units for which the primary government is financially accountable. d. Basis of Presentation Government-wide Financial Statements While separate government-wide financial statements are presented, they are interrelated. The governmental activities column incorporates data from the governmental funds and internal service funds, while the business-type activities incorporate data from the government’s enterprise funds. Separate financial statements are provided for governmental funds, proprietary funds and fiduciary funds, even though the latter are excluded in the government-wide financial statements. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this rule are charges between the government’s water functions and various other functions of the government. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. 10.A.a Packet Pg. 297 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 34 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) d. Basis of Presentation (Continued) Fund Financial Statements The underlying accounting system of the City is organized and operated on the basis of separate funds, each of which is considered to be a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, deferred outflows of resources, liabilities, deferred inflows of resources, fund equity, revenues and expenditures or expenses, as appropriate. Governmental resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. The fund financial statements provide information about the government’s funds, including its fiduciary funds and blended component units. Separate financial statements for the government’s governmental, proprietary and fiduciary funds are presented after the Government-wide Financial Statements. These statements display information about major funds individually and other governmental funds (nonmajor funds) in the aggregate for governmental and enterprise funds. Fiduciary statements, even though excluded from the government-wide financial statements represent agency funds. The City reports the following major governmental funds: General Fund - The General Fund is used to account for resources traditionally associated with governments which are not required by law or sound financial management to be accounted for in another fund. Public Facilities Impact Capital Projects Fund - This fund has been established to track expenditures related to the construction of facilities for public use. The City reports the following major proprietary funds: Sewer Fund - This fund is used to account for sewage stations and collection systems provided by the City to the public. Water Fund - This fund is used to account for water services provided by the City to the public. Additionally, the government reports the following fund types: Special Revenue Funds - These funds account for revenue sources that are restricted for specific purposes (other than those resources to be expended solely for the construction of major capital facilities). 10.A.a Packet Pg. 298 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 35 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) d. Basis of Presentation (Continued) Fund Financial Statements (Continued) Debt Service Funds - These funds account for resources accumulated for the payment of principal and interest (other than that for proprietary fund debt). Capital Projects Funds - These funds account for resources intended to be used primarily for major capital facilities (other than those financed by revenues of proprietary funds). Internal Service Funds - These funds have been established to finance and account for goods and services provided by one City department to other City departments or agencies. Such goods and services include: workers’ compensation, general liability, data processing equipment and services, facility services, fleet services, fringe benefits, equipment maintenance and equipment repair. Agency Funds - These funds have been established to account for assets received and held by the City while acting in the capacity of an agent or custodian. Cash and deposits are maintained for activities associated with various associations and third party projects. During the course of operations, the government has activity between funds for various purposes. Any residual balances outstanding at year-end are reported as due from/due to other funds and advances to/from other funds. While these balances are reported in fund financial statements, certain eliminations are made in the preparation of the government-wide financial statements. Balances between funds included in the governmental activities are eliminated so that only the net amount is included as internal balances in the governmental activities column. Similarly, balances between funds included as business-type activities are eliminated so that only the net amount is included in internal balances in the business-type activities column. Further, certain activity occurs during the year involving transfers of resources between funds. In the fund financial statements, these amounts are reported at gross amount as transfer in/out. While reported in the fund financial statements, certain eliminations are made in the preparation of the government-wide financial statements. Transfers between the funds included in the governmental activities column are eliminated so that only the net amount is included as transfers in the governmental activities column. Similarly, balances between funds included in business-type activities are eliminated so that only the net amount is included as transfers in the business-type activities column. 10.A.a Packet Pg. 299 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 36 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) e. Measurement Focus and Basis of Accounting The accounting and financial reporting treatment is determined by the applicable measurement focus and basis of accounting. Measurement focus indicates the type of resources being measured such as current financial resources or economic resources. The basis of accounting indicates the timing of transactions or events for recognition in the financial statements. The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as is the proprietary fund financial statements. Under the economic resources measurement focus, all assets, deferred outflows of resources, liabilities and deferred inflows of resources (whether current or noncurrent) associated with their activity are included on their statements of net position. Operating statements present increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Revenue from property taxes is recognized in the fiscal year which the taxes are levied. Grants and similar items are recognized as revenues as soon as the eligibility requirements imposed by the provider have been satisfied. Special assessments are recorded as revenue when earned. Unbilled receivables are recorded as revenues when services are provided. The governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under the current financial resources measurement focus, only current assets, deferred outflows of resources, current liabilities and deferred inflows of resources are generally included on their balance sheets. The reported fund balance is considered to be a measure of “available spendable resources.” Governmental fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in fund balance. Accordingly, they are said to present a summary of sources and uses of “available spendable resources” during a period. Noncurrent portions of long-term receivables due to governmental funds are reported on their balance sheets in spite of their spending measurement focus. Revenues are recognized as soon as they become measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, except for principal and interest on general long-term liabilities, claims and judgments and compensated absences, which are recognized as expenditures to the extent they have matured. General capital asset acquisitions are reported as expenditures in governmental funds. Issuance of long-term debt and acquisition of capital leases are reported as other financing sources. 10.A.a Packet Pg. 300 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 37 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) e. Measurement Focus and Basis of Accounting (Continued) Property taxes, sales tax, franchise taxes, licenses and interest associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. Entitlements are recorded as revenues when all eligibility requirements are met, including time requirements, and the amount is received during the period or within the availability period for this revenue source (within 60 days of year-end). Expenditure-driven grants are recognized as revenue when the qualifying expenditures have been incurred and all eligibility requirements have been met, and the amount is received during the period or within the availability period for this revenue (within 60 days of year-end). Amounts owed to the City, which are not available, are recorded as receivables and deferred inflows of resources. Special assessments are recorded as revenues when they become available as current assets. Annual assessments due in future years are reflected as receivables and deferred inflows of resources. All other revenue items are considered to be measurable and available only when cash is received by the government. The City’s Fiduciary Funds consist of agency funds which have no measurement focus, but utilize the accrual basis for reporting assets and liabilities. f. New Accounting Pronouncements Current Year Standards GASB 83 - Certain Asset Retirement Obligations, effective for periods beginning after June 15, 2018, and did not impact the City. GASB 88 - Certain Disclosures Related to Debt, Including Direct Borrowings and Direct Placements, effective for periods beginning after June 15, 2018, and did not significantly impact the City. GASB 89 - Accounting for Interest Cost Incurred before the End of a Construction Period, effective for periods beginning after December 15, 2019 was early implemented by the City in fiscal year 2018-19. This statement requires that interest cost incurred before the end of a construction period be recognized as an expense in the period in which the cost is incurred for financial statements prepared using the economic resources measurement focus. As a result, interest cost incurred before the end of a construction period will not be included in the historical cost of a capital asset reported in an enterprise fund. Accounting changes adopted to conform to this provision for this statement should be applied prospectively. There was no material impact on the City’s financial statements resulting from the implementation of GASB 89. 10.A.a Packet Pg. 301 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 38 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) f. New Accounting Pronouncements (Continued) Pending Accounting Standards GASB has issued the following statements, which may impact the City’s financial reporting requirements in the future:  GASB 84 - Fiduciary Activities, effective for periods beginning after December 15, 2018.  GASB 87 - Leases, effective for periods beginning after December 15, 2019.  GASB 90 - Majority Equity Interests - an amendment of GASB Statements No. 14 and No. 61, effective for periods beginning after December 15, 2018.  GASB 91 - Conduit Debt Obligations, effective for periods beginning after December 15, 2020. g. Appropriations Limit Under Article XIIIB of the California Constitution (the Gann Spending Limitation Initiative), the City is restricted as to the amount of annual appropriations from the proceeds of taxes, and if proceeds of taxes exceed allowed appropriations, the excess must either be refunded to the State Controller or returned to the taxpayers through revised tax rates, revised fee schedules or other refund arrangements. For the fiscal year ended June 30, 2019, proceeds of taxes did not exceed appropriations. h. Encumbrances Encumbrance accounting, under which purchase orders, contracts and other commitments for the expenditure of funds are recorded, is employed in the governmental funds. Encumbrances at year-end are reported as restricted, committed, assigned, or unassigned fund balance depending on the resources that have been identified to fund the applicable encumbrance. At June 30, 2019, encumbrances outstanding amounted to $935,008 for the General Fund and $4,867,406 for other governmental funds. i. Pooled Cash and Investments Investments are reported in the accompanying statements of net position and balance sheets at fair value, except for certain certificates of deposit and investment contracts that are reported at cost because they are not transferable and they have terms that are not affected by changes in market interest rates. Changes in fair value that occur during a fiscal year are recognized as investment income reported for that fiscal year. Investment income includes interest earnings, changes in fair value and any gains or losses realized upon the liquidation, maturity or sale of investments. 10.A.a Packet Pg. 302 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 39 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) i. Pooled Cash and Investments (Continued) The City pools cash and investments of all funds, except for assets held by fiscal agents. Each fund’s share in this pool is displayed in the accompanying financial statements as cash and investments. Investment income earned by the pooled investments is allocated to the various funds based on each fund’s average cash and investments balance. j. Capital Assets Capital assets are recorded at cost where historical records are available and at an estimated historical cost where no historical records exist. Contributed capital assets are valued at acquisition value at the date of the contribution. Generally, capital asset purchases in excess of $10,000 are capitalized if they have an expected useful life of more than one year. Capital assets include all public domain (infrastructure) assets consisting of certain improvements including roads, streets, sidewalks, medians and storm drains. The following schedule summarizes capital asset useful lives: Buildings 40 years Utility lines 50 years Machinery and equipment 5 - 25 years Furniture and fixtures 10 - 20 years Vehicles 8 years Infrastructure 5 - 50 years Water wells and pumps 70 years Depreciation has been provided using the straight-line method over the estimated useful life of the asset in the government-wide financial statements and in the fund financial statements of the proprietary funds. k. Deferred Outflows/Inflows of Resources In addition to assets, the statement of net position and the governmental funds balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to future periods and so will not be recognized as an outflow of resources (expense/expenditure) until that time. The City has the following items that qualify for reporting in this category:  Deferred amount on refunding reported in the government-wide statement of net position and the proprietary funds financial statements. A deferred amount on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. 10.A.a Packet Pg. 303 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 40 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) k. Deferred Outflows/Inflows of Resources (Continued)  Deferred outflow related to pensions and OPEB equal to employer contributions made after the measurement date of the net pension and OPEB liability.  Deferred outflow related to pensions for differences between ex pected and actual experience. This amount is amortized over a closed period equal to the average of the expected remaining service lives of all employees that are provided with pensions through the plans.  Deferred outflow from pensions resulting from changes in assumptions. This amount is amortized over a closed period equal to the average of the expected remaining service lives of all employees that are provided with pensions through the plans.  Deferred outflow related to pensions resulting from the difference in projected and actual earnings on investments of the pension plan fiduciary net position. These amounts are amortized over five years. In addition to liabilities, the statement of net position and the governmental funds balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to future periods and will not be recognized as an inflow of resources (revenue) until that time. The City has the following items that qualify for reporting in this category:  Deferred inflow from unavailable revenues, which is reported only in the governmental funds balance sheet. The governmental funds report unavailable revenues from two sources, which are interest and grants. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available.  Deferred inflow from pensions resulting from changes in assumptions. This amount is amortized over a closed period equal to the average of the expected remaining service lives of all employees that are provided with pensions through the plans.  Deferred inflow related to pensions for differences between expected and actual experience. This amount is amortized over a closed period equal to the average of the expected remaining service lives of all employees that are provided with pensions through the plans.  Deferred inflow from pensions and OPEB resulting from changes in assumptions. These amounts are amortized over a closed period equal to the average expecting remaining service lives of all employees that are provided with OPEB and pensions through the plans. l. Net Position Flow Assumptions Sometimes the City will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted - net position and unrestricted - net position in the government-wide and proprietary fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the City’s practice to consider restricted - net position to have been depleted before unrestricted - net position is applied. 10.A.a Packet Pg. 304 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 41 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) m. Compensated Absences All full-time employees accumulate vacation benefits in varying annual amounts. Sick leave benefits accrue at the rate of one day per month for all full-time employees (except fire shift employees who accrue 12 hours of sick leave per month) regardless of their length of service to the City. Upon termination or retirement, employees are paid for all unused vacation time and overtime. No cash payment is made for unused sick leave upon termination or retirement. In accordance with GASB Statement No. 16, a liability is recorded for unused vacation and similar compensatory leave balances since the employees’ entitlement to these balances are attributable to services already rendered and it is probable that virtually all of these balances will be liquidated by either paid time off or payments upon termination or retirement. If material, a proprietary fund liability is accrued for all leave benefits relating to the operations of the proprietary funds. A current liability is accrued in the governmental funds for material leave benefits due on demand to governmental fund employees that have terminated prior to year-end. All other amounts are recorded in the government-wide financial statements. These noncurrent amounts will be recorded as fund expenditures in the year in which they are paid or become due. n. Claims and Judgments The City records a liability for litigation, judgments and claims when it is probable that an asset has been impaired or a liability has been incurred prior to year-end and the probable amount of loss (net of any insurance coverage) can be reasonably estimated. This liability is recorded in the internal service fund that accounts for the City’s self-insurance activity. o. Inventories Inventories are stated at cost using the first-in, first-out (FIFO) method. Inventories recorded in governmental funds are recorded as an expenditure when used (consumption method). Inventory balances represent expendable supplies held for consumption. Reported expenditures reflecting the purchase of supplies have been restated to reflect the consumption method of recognizing inventory-related expenditures. Nonspendable fund balance has been reported in the governmental funds’ fund financial statements to show that inventories do not constitute “available spendable resources,” even though they are a component of fund balance. p. Cash Equivalents For purposes of the statement of cash flows, cash equivalents are defined as short-term, highly liquid investments that are both readily convertible to known amounts of cash or so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents have an original maturity date of three months or less from the date of purchase. 10.A.a Packet Pg. 305 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 42 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) q. Program Revenues Amounts reported as program revenues include (1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment and (2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. r. Proprietary Funds Operating and Nonoperating Revenues and Expenses Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the sewer and water funds are charges to customers for sales and services. Internal service fund revenues are charges to other funds. Operating expenses for proprietary funds include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. s. Net Position In the government-wide financial statements and proprietary fund financial statements, net position are reported in three categories: net investment in capital assets, restricted net position and unrestricted net position. Restricted net position represents net position restricted by enabling legislation (such as citizens, public interest groups or the courts which can compel a government to honor) and includes unspent proceeds of bonds issued to acquire or construct capital assets. The City’s other net position is considered unrestricted. t. Notes and Loans Receivable The accompanying financial statements reflect the recording of certain loans receivable that represent loans made to various parties for homebuyer and rehabilitation loan programs. Where reasonably estimable, an allowance for doubtful accounts has been recorded to reflect management’s best estimate of probable losses associated with nonrepayment. An estimate of any additional potential losses associated with nonrepayment cannot be reasonably estimated at this time. u. Pensions For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the City’s California Public Employees’ Retirement System (CalPERS) plans (Plans) and additions to/deductions from the Plans’ fiduciary net position have been determined on the same basis as they are reported by CalPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 10.A.a Packet Pg. 306 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 43 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) v. Budgets and Budgetary Data The City Administrator submits to the City Council a proposed budget for all funds. Council then proceeds to make any changes to the proposed budget it deems necessary. Before adopting the proposed budget, Council holds a public hearing for any interested party desiring to be heard. Notice must be given 10 days prior to the hearing and must be published in the City’s official newspaper. After the conclusion of the public hearing, Council may further make revisions to the proposed budget. Thereafter, Council adopts the budget with revisions, if any. City Council approval is required for all revisions to the adopted budget that require additional appropriations or new funding. City Administrator approval is required for all transfers within the adopted budget. Operational appropriations lapse at fiscal year-end unless City Council takes formal action to carry forward appropriations into the following fiscal year. The level on which expenditures may not legally exceed appropriations is the fund level. The City’s basis of budgeting is based on generally accepted accounting principles. w. Use of Estimates The preparation of financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 2. CASH AND INVESTMENTS Cash and Investments Cash and investments as of June 30, 2019 are classified in the accompanying financial statements follows: Statement of Net Position: Primary Government Cash and investments 138,667,018$ Cash and investments with fiscal agent 5,324,070 Statement of Fiduciary Assets and Liabilities: Cash and investments 4,268,075 Cash and investments with fiscal agent 295,479 Total cash and investments 148,554,642$ Component Unit: Cash and investments 8,171,993$ 10.A.a Packet Pg. 307 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 44 2. CASH AND INVESTMENTS (CONTINUED) Cash and investments held by the City at June 30, 2019 consisted of the following: Primary Government: Cash on hand 4,417$ Deposits with financial institutions 3,204,230 Investments 145,345,991 Total cash and investments 148,554,638$ Component Unit: Deposits with financial institutions 1,057,514$ Investments 7,114,479 Total cash and investments 8,171,993$ Investments Authorized by the California Government Code and the City’s Investment Policy The table below identifies the investment types that are authorized for the City by the California Government Code and the City’s investment policy. The table also identifies certain provisions of the California Government Code (or the City’s investment policy, if more restrictive) that address interest rate risk, credit risk and concentration of credit risk. This table does not address investments of debt proceeds held by bond trustee that are governed by the provisions of debt agreements of the City, rather than the general provisions of the California Government Code or the City’s investment policy. Authorized by Maximum Maximum Investment Maximum Percentage of Investment in Policy Maturity*Portfolio* One Issuer* Local Agency Bonds No 5 years None None U.S. Treasury Obligations Yes 5 years None None U.S. Government Sponsored Agency Securities Yes 5 years None None Banker’s Acceptances Yes 180 days 15%30% Commercial Paper Yes 270 days 10%10% Negotiable Certificates of Deposit Yes 5 years 15%None Repurchase Agreements No 1 year None None Reverse Repurchase Agreements No 92 days 20% base value None Medium-Term Notes No 5 years 30%None Mutual Funds Yes N/A 5%10% Money Market Mutual Funds Yes N/A 5%10% Mortgage Pass-Through Securities No 5 years 20%None County Pooled Investment Funds No N/A None None Local Agency Investment Fund (LAIF)Yes N/A None None JPA Pools (other investment pools)No N/A None None * Based on state law requirements or investment policy requirements, whichever is more restrictive. N/A - Not Applicable Investment Types Authorized by State Law 10.A.a Packet Pg. 308 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 45 2. CASH AND INVESTMENTS (CONTINUED) Investments Authorized by Debt Agreements Investment of debt proceeds held by bond trustee are governed by provisions of the debt agreements, rather than the general provisions of the California Government Code or the City’s investment policy. The table below identifies the investment types that are authorized for investments held by bond trustee. The table also identifies certain provisions of these debt agreements that address interest rate risk and concentration of credit risk. Maximum Maximum Maximum Percentage Investment in Maturity Allowed One Issuer U.S. Treasury Obligations None None None U.S. Government Sponsored Agency Securities None None None Insured or Collateralized Interest Bearing Deposits 5 years None None Banker’s Acceptances 180 days None None Commercial Paper 270 days None None U.S. Corporate Obligations* N/A None None Money Market Mutual Funds N/A None None Local Agency Investment Fund (LAIF) N/A None None California Common Law Trust N/A None None Investment Agreements 30 years None None * Must be rated A or better and have assets in excess of $500,000,000. N/A - Not Applicable Authorized Investment Type Disclosures Relating to Interest Rate Risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. One of the ways that the City manages its exposure to interest rate risk is by purchasing a combination of shorter term and longer term investments and by timing cash flows from maturities so that a portion of the portfolio is maturing or coming close to maturity evenly over time as necessary to provide the cash flow and liquidity needed for operations. 10.A.a Packet Pg. 309 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 46 2. CASH AND INVESTMENTS (CONTINUED) Disclosures Relating to Interest Rate Risk (Continued) For purposes of the schedule shown below, any callable securities are assumed to be held to maturity. 12 Months 13 - 24 25 - 60 More Than Primary Government or Less Months Months 60 Months Total U.S. Government Sponsored Agency Securities -$ -$ 10,023,400$ -$ 10,023,400$ LAIF 129,701,338 - - - 129,701,338 Investment agreement - - 2,621,000 1,775,400 4,396,400 Money market mutual fund 1,224,853 - - - 1,224,853 Total 130,926,191$ -$ 12,644,400$ 1,775,400$ 145,345,991$ Component Unit U.S. Government Sponsored Agency Securities -$ -$ 1,000,000$ -$ 1,000,000$ LAIF 6,114,479 - - - 6,114,479 Total 6,114,479$ -$ 1,000,000$ -$ 7,114,479$ Investment Type Remaining Maturity (in Months) Disclosures Relating to Credit Risk Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. Presented below is the minimum rating required by (where applicable) the California Government Code, the City’s investment policy or debt agreements, and the actual rating by Standard & Poor’s as of year-end for each investment type. Minimum Total Legal as of Not Rating June 30, 2019 AAA AA+ Rated Primary Government U.S. Government Sponsored Agency Securities N/A 10,023,400$ -$ 5,022,200$ 5,001,200$ LAIF N/A 129,701,338 - - 129,701,338 Investment agreement N/A 4,396,400 - - 4,396,400 Money market mutual fund A 1,224,853 1,224,853 - - Total 145,345,991$ 1,224,853$ 5,022,200$ 139,098,938$ Component Unit U.S. Government Sponsored Agency Securities N/A 1,000,000$ -$ 1,000,000$ -$ LAIF N/A 6,114,179 - - 6,114,179 Total 7,114,179$ -$ 1,000,000$ 6,114,179$ Ratings as of Year-End Investment Type 10.A.a Packet Pg. 310 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 47 2. CASH AND INVESTMENTS (CONTINUED) Concentration of Credit Risk The investment policy of the City contains no limitations on the amount that can be invested in any one issuer beyond that stipulated by the California Government Code. There are no investments in any one issuer (other than U.S. Treasury securities, mutual funds and external investment pools) that represent 5% or more of total City investments. Custodial Credit Risk Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker-dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The California Government Code and the City’s investment policy do not contain legal or policy requirements that would limit the exposure to custodial credit risk for deposits or investments, other than the following provision for deposits: The California Government Code requires that a financial institution secure deposits made by state or local governmental units by pledging securities in an undivided collateral pool held by a depository regulated under state law (unless so waived by the governmental unit). The market value of the pledged securities in the collateral pool must equal at least 110% of the total amount deposited by the public agencies. California law also allows financial institutions to secure City deposits by pledging first trust deed mortgage notes having a value of 150% of the secured public deposits. For investments identified herein as held by fiscal agent, the trustee selects the investment under the terms of the applicable trust agreement, acquires the investment and holds the investment on behalf of the reporting government. Investment in State Investment Pool The City is a voluntary participant in the Local Agency Investment Fund (LAIF) that is regulated by the California Government Code under the oversight of the Treasurer of the State of California. The fair value of the City’s investment in this pool is reported in the accompanying financial statements at amounts based upon the City’s pro rata share of the fair value provided by LAIF for the entire LAIF portfolio (in relation to the amortized cost of that portfolio). The balance available for withdrawal is based on the accounting records maintained by LAIF, which are recorded on an amortized cost basis. LAIF is not rated. 10.A.a Packet Pg. 311 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 48 2. CASH AND INVESTMENTS (CONTINUED) Fair Value Measurements The City categorizes its fair value measurement within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the assets. Level 1 inputs are quoted prices in active markets for identical assets, Level 2 inputs are quoted price of similar assets in active markets and Level 3 inputs are significant unobservable inputs. The City has the following recurring fair value measurements as of June 30, 2019: Quoted Observable Unobservable Prices Inputs Inputs Level 1 Level 2 Level 3 Total Primary Government U.S. Government Sponsored Agency Securities -$ 10,023,400$ -$ 10,023,400$ Investment agreement - - 4,396,400 4,396,400 Total Leveled Investments -$ 10,023,400$ 4,396,400$ 14,419,800 LAIF*129,701,338 Money market mutual fund* 1,224,853 Total Investment Portfolio 145,345,991$ * Not subject to fair value measurement hierarchy. Quoted Observable Unobservable Prices Inputs Inputs Level 1 Level 2 Level 3 Total Component Unit U.S. Government Sponsored Agency Securities -$ 1,000,000$ -$ 1,000,000$ Total Leveled Investments -$ 1,000,000$ -$ 1,000,000 LAIF*6,114,179 Total Investment Portfolio 7,114,179$ 10.A.a Packet Pg. 312 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 49 3. INTERFUND RECEIVABLES, PAYABLES, LOANS AND TRANSFERS Due From/To Other Funds Interfund receivable and payable balances at June 30, 2019 were as follows: Due to Other Funds Due from Other Funds Amount General Fund Other Governmental Funds 1,433,558$ These short-term borrowings were made to cover cash deficits at June 30, 2019. Loans From/To Other Funds Interfund loans at June 30, 2019 were as follows: Due from Other Funds Amount Public Facilities Impact Capital Projects Fund Other Governmental Funds 3,132,460$ Internal Service Funds 4,571,056 7,703,516$ Due to Other Funds In February 2008, the City purchased the Gilroy Gardens Property (Property), which includes a horticultural education and theme park, for approximately $13.7 million. At the same time, the City entered into a single tenant lease of the Property with the seller, Gilroy Gardens Family Theme Park, Inc. To fund the acquisition, the Public Facilities Fund (Fund 440) borrowed from certain funds. The borrowings are accounted for as interfund loans for a period of twenty years and are reflected as balance sheet activity in accordance with GAAP. In addition, the annual budget reflects the loan activity through revenue and expenditure transactions. The interfund loans bear interest at the City’s annual average portfolio yield. The borrowing funds and their respective original loan amounts are as follows: Storm Drains Fund (Fund 420, $1.2 million), the Sewer Development Fund (Fund 435, $5.0 million), the Fleet Services Fund (Fund 600, $4.3 million), the Equipment Outlay Fund (Fund 605, $2.2 million) and the Water Fund (Fund 720, $1.0 million). As of June 30, 2017, the Water Fund loan has been paid off. 10.A.a Packet Pg. 313 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 50 3. INTERFUND RECEIVABLES, PAYABLES, LOANS AND TRANSFERS (CONTINUED) Transfers From/To Other Funds Interfund transfers in and out at June 30, 2019 were as follows: Amount General Fund (a)Public Facilities Impact Capital Projects Fund 40,763$ Other Governmental Funds 188,201 Internal Service Funds 1,000,000 Public Facilities Impact Capital Projects Fund (b)Other Governmental Funds 3,531,775 Other Governmental Funds (c) General Fund 179,889 Other Governmental Funds 241,648 Sewer Enterprise Fund 694,146 Water Enterprise Fund (d)General Fund 49,899 Other Governmental Funds 3,900 5,930,221$ (a ) General fund support of certain capital projects, safety related grants, and fleet and facility services. (b) Public facilities support of various debt instruments. (c) Other governmental funds support of grant personnel costs and sewer development project costs. (d) Enterprise fund transfers to the general fund to subsidize environmental costs. Transfers ToTransfers From 10.A.a Packet Pg. 314 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 51 4. CAPITAL ASSETS Governmental Activities Changes in capital assets for governmental activities for the fiscal year ended June 30, 2019 were as follows: Balance at Deletions/ Balance at July 1, 2018 Additions Transfers June 30, 2019 Capital assets, not depreciated: Land 21,334,900$ -$ -$ 21,334,900$ Construction in progress 4,193,780 2,187,292 (1,742,987) 4,638,085 Total capital assets, not depreciated 25,528,680 2,187,292 (1,742,987) 25,972,985 Capital assets, being depreciated: Buildings and improvements 120,472,917 852,997 - 121,325,914 Equipment and furniture 10,482,779 220,296 - 10,703,075 I.T. equipment and software 2,834,166 36,939 - 2,871,105 Vehicles 11,637,227 1,275,652 (165,700) 12,747,179 Infrastructure 275,583,739 4,171,802 (414,240) 279,341,301 Total capital assets, being depreciated 421,010,828 6,557,686 (579,940) 426,988,574 Less accumulated depreciation for: Buildings and improvements (37,418,632) (3,022,803) - (40,441,435) Equipment and furniture (7,414,686) (432,544) - (7,847,230) I.T. equipment and software (2,284,983) (158,748) - (2,443,731) Vehicles (8,125,947) (442,450) 165,700 (8,402,697) Infrastructure (166,513,163) (7,943,440) - (174,456,603) Total accumulated depreciation (221,757,411) (11,999,985) 165,700 (233,591,696) Total capital assets, being depreciated, net 199,253,417 (5,442,299) (414,240) 193,396,878 Total capital assets, net 224,782,097$ (3,255,007)$ (2,157,227)$ 219,369,863$ 10.A.a Packet Pg. 315 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 52 4. CAPITAL ASSETS (CONTINUED) Governmental Activities (Continued) Depreciation expense was charged in the following functions in the Statement of Activities: General government 889,836$ Public safety 1,289,313 Community development 1,207,923 Community services 7,943,439 Subtotal 11,330,511 Internal Service Funds 669,474 Total 11,999,985$ Business-type Activities Changes in capital assets for business-type activities for the fiscal year ended June 30, 2019 were as follows: Balance at Deletions/ Balance at July 1, 2018 Additions Transfers June 30, 2019 Capital assets, not depreciated: Construction in progress 720,825$ 5,442,457$ (367,981)$ 5,795,301$ Total capital assets, not depreciated 720,825 5,442,457 (367,981) 5,795,301 Capital assets, being depreciated: Buildings and improvements 427,852 - - 427,852 Furniture, fixtures and equipment 212,630 - - 212,630 Utility system 148,032,104 1,775,818 149,807,922 Total capital assets, being depreciated 148,672,586 1,775,818 - 150,448,404 Less accumulated depreciation for: Buildings and improvements (427,853) - - (427,853) Furniture, fixtures and equipment (188,684) (2,737) - (191,421) Utility system (61,440,270) (3,049,229) (64,489,499) Total accumulated depreciation (62,056,807) (3,051,966) - (65,108,773) Total capital assets, being depreciated, net 86,615,779 (1,276,148) - 85,339,631 Total capital assets, net 87,336,604$ 4,166,309$ (367,981)$ 91,134,932$ 10.A.a Packet Pg. 316 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 53 4. CAPITAL ASSETS (CONTINUED) Business-type Activities (Continued) Depreciation expense was charged in the following functions in the Statement of Activities: Sewer 1,703,303$ Water 1,348,663 Total depreciation expense - governmental activities 3,051,966$ Discrete Component Unit Changes in capital assets for the discrete component unit for the fiscal year ended June 30, 2019 were as follows: Balance at Deletions/ Balance at July 1, 2018 Additions Transfers June 30, 2019 Capital assets, not being depreciated: Land 13,396,202$ -$ -$ 13,396,202$ Construction in progress 9,427,801 4,552,700 (188,898) 13,791,603 Total capital assets, not being depreciated 22,824,003 4,552,700 (188,898) 27,187,805 Capital assets, being depreciated: Buildings and improvements 67,494,863 - - 67,494,863 Land improvements 10,681,371 - - 10,681,371 Infrastructure 35,521,900 96,148 - 35,618,048 Fleet (vehicles)1,259,111 36,381 - 1,295,492 Office furniture and equipment 19,909,915 54,248 - 19,964,163 Total capital assets, being depreciated 134,867,160 186,777 - 135,053,937 Less accumulated depreciation for: Buildings and improvements (36,325,227) (1,599,465) - (37,924,692) Land improvements (5,336,895) (190,342) - (5,527,237) Infrastructure (4,510,918) (1,636,211) - (6,147,129) Fleet (vehicles)(1,031,605) (41,760) - (1,073,365) Office furniture and equipment (12,370,861) (995,812) (13,366,673) Total accumulated depreciation (59,575,506) (4,463,590) - (64,039,096) Total capital assets, being depreciated, net 75,291,654 (4,276,813) - 71,014,841 Total capital assets, net 98,115,657$ 275,887$ (188,898)$ 98,202,646$ 10.A.a Packet Pg. 317 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 54 5. INVESTMENT IN JOINT VENTURE The City of Gilroy and the City of Morgan Hill are members of a joint venture (South County Regional Wastewater Authority) that provides for the construction, ownership, maintenance and operation of a domestic sewer treatment plant. The agreement provides for the participants’ right to use the system. The participants are also obligated to share annual direct operating costs. The City of Gilroy maintains the accounting records for the joint venture. The City of Gilroy’s interest in joint venture assets is reflected on the statement of net position of the City’s sewer enterprise fund as an “investment in joint venture” in the amount of $69,038,625 as required under the equity method of accounting for investments. The financial statements of the joint venture can be obtained from the City of Gilroy’s finance department. 6. DEFICIT FUND BALANCES/NET POSITION As of June 30, 2019, deficit fund balances/net position were recorded in the following funds: Fund Deficit Major Fund: Public Facilities Impact Capital Projects Fund (3,182,011)$ Other Governmental Funds: Pavement Management Special Revenue Fund (1,024,300) Bank Interest Capital Projects Fund (51) Internal Service Funds: Fringe Benefits (5,907) The deficit in the Public Facilities Impact Capital Projects Fund will be reduced through future revenues. The deficits in the Other Governmental Funds will be reduced through additional grant revenue. 7. COMPLIANCE WITH BUDGETARY LIMITATIONS For the fiscal year ended June 30, 2019, the following funds reflected expenditures in excess of budgeted amounts: Variance with Budget Actual Final Budget Other Governmental Funds: Special Revenue Funds: Housing Trust 575,184$ 609,002$ (33,818)$ 10.A.a Packet Pg. 318 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 55 8. PROPERTY TAXES Property taxes in the State of California are administered for all local agencies at the County level, and consist of secured, unsecured and utility tax rolls. The following is a summary of major policies and practices relating to property taxes: Property Valuations - are established by the Assessor of the County of Santa Clara for the secured and unsecured property tax rolls; the utility property tax roll is valued by the State Board of Equalization. Under the provisions of Article XIIIA of the Stat e Constitution (Proposition 13 adopted by the voters on June 6, 1978), properties are assessed at 100% of full value. From this base of assessment, subsequent annual increases in valuation are limited to a maximum of 2%. However, increases to full value are allowed for property improvements or upon change in ownership. Personal property is excluded from these limitations and is subject to annual reappraisal. Tax Levies - are limited to 1% of full market value which results in a tax rate of $1.00 per $100 assessed valuation, under the provisions of Proposition 13. Tax rates for voter-approved indebtedness are excluded from this limitation. Tax Levy Dates - are attached annually on March 1 preceding the fiscal year for which the taxes are levied. The fiscal year begins July 1 and ends June 30 of the following year. Taxes are levied on both real and unsecured personal property as it exists at that time. Liens against real estate, as well as the tax on personal property, are not relieved by subsequent renewal or change in ownership. Tax Collections - are the responsibility of the County Tax Collector. Taxes and assessments on secured and utility rolls which constitute a lien against the property may be paid in two installments. The first is due on November 1 of the fiscal year and is delinquent if not paid by December 10, and the second is due on March 1 of the fiscal year and is delinquent if not paid by April 10. Unsecured personal property taxes do not constitute a lien against real property unless the taxes become delinquent. Payment must be made in one installment, which is delinquent if not paid by August 31 of the fiscal year. Significant penalties are imposed by the County for late payments. Tax Levy Apportionments - Due to the nature of the City-wide maximum levy, it is not possible to identify general purpose tax rates for specific entities. Under State legislation adopted subsequent to the passage of Proposition 13, apportionments to local agencies are made by the County Auditor-Controller based primarily on the ratio that each agency represented of the total City-wide levy for the three years prior to fiscal year 1979. Property Tax Administration Fees - The State of California fiscal year 1990-91 Budget Act authorized counties to collect an administrative fee for collection and distribution of property taxes. Property taxes are recorded as net of administrative fees withheld during the fiscal year. 9. DEFERRED COMPENSATION The City maintains a deferred compensation plan under Section 457 of the Internal Revenue Code (IRC) for the benefit of its employees. The plan allows the employees to defer or postpone the taxation of a designated amount of earnings set aside for retirement. 10.A.a Packet Pg. 319 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 56 9. DEFERRED COMPENSATION (CONTINUED) The City has a fiduciary responsibility to safeguard the assets of the program and to ensure that the plan is properly maintained by the plan administrator. Generally speaking, assets are available to participants only upon termination of employment with the City, retirement, death or disability. The City has placed the plan assets into a trust for the exclusive benefit of plan participants and their beneficiaries. Accordingly, all plan assets have been excluded from the accompanying financial statements, except for those plan assets for which the City provides record keeping services. 10. DEFINED CONTRIBUTION PENSION PLAN The City contributes to the Public Agency Retirement System (PARS), a defined contribution pension plan. Employees of the City not otherwise eligible for participation in PERS are eligible for participation in this plan. Under an adoption agreement dated February 1, 1992 as the effective date, the employer and the employee are required to contribute 1.3% (Plus Trust Administration fees) and 6.2% of each participant’s compensation, respectively. For the year ended June 30, 2019, the employer and employees contributed $104,921. Under this plan, normal retirement age is sixty years of age. Plan assets are invested in money market funds. 11. LONG-TERM LIABILITIES The following is a summary of changes in the City’s long-term liabilities for the fiscal year ended June 30, 2019: Balance Balance Due Within July 1, 2018 Additions Deletions June 30, 2019 One Year Governmental Activities: Other debt: General Obligation Bonds: Library 2009 Series 8,815,000$ -$ (8,815,000)$ -$ -$ Library 2010 Series 19,930,000 - (580,000) 19,350,000 605,000 Refunding Lease Revenue Bonds: 2010 Series 19,310,000 - (860,000) 18,450,000 895,000 2013 Series 19,940,000 - (875,000) 19,065,000 910,000 Unamortized premium 1,715,166 - (132,984) 1,582,182 - Loan payable 1,037,719 - (89,708) 948,011 90,582 Direct borrowings and placements General Obligation Bonds: Library 2019 Series - 8,633,538 - 8,633,538 290,960 Other long-term liabilities Compensated absences 1,836,152 3,453,549 (3,566,184) 1,723,517 172,000 Claims payable (Note 13)3,026,718 2,547,729 (1,709,624) 3,864,823 982,000 Total 75,610,755$ 14,634,816$ (16,628,500)$ 73,617,071$ 3,945,542$ Business-type Activities: Other debt: 2010 Wastewater Revenue Bonds 11,275,000$ -$ (2,045,000)$ 9,230,000$ 2,150,000$ Unamortized premium 931,034 - (232,759) 698,275 - Other long-term liabilities Compensated absences 192,453 374,205 (379,908) 186,750 18,700 Total 12,398,487$ 374,205$ (2,657,667)$ 10,115,025$ 2,168,700$ 10.A.a Packet Pg. 320 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 57 11. LONG-TERM LIABILITIES (CONTINUED) General Obligation Bonds (Gilroy Community Library Project) 2009 Series On May 5, 2009, the City of Gilroy issued General Obligation Bonds 2009 Series, in the amount of $10,500,000. The proceeds from the issue were used to finance the acquisition, construction and improvement of facilities for the public library within the City. The bonds were refunded on June 26, 2019 with proceeds from the 2019 General Obligation Refunding Bonds, Series A. General Obligation Bonds (Gilroy Community Library Project) 2019 Refunding Bonds, Series A On June 26, 2019, the City of Gilroy issued General Obligation Refunding Bonds 2019 Series A through a private placement, in the amount of $8,633,538. The proceeds from the issue were used to currently refund the General Obligation Bonds Series 2019. The City’s refunding of the 2009 General Obligation Bonds resulted in an economic gain of (difference between the present value of the old and new debt) of $1,447,576 and an aggregate savings in debt services between the refunding debt and the refunded debt of $1,966,116. Interest on the bonds is payable semiannually on February 1 and August 1 of each year commencing on February 1, 2011, and the Bonds mature on February 1, 2039. The bonds are payable solely from ad valorem property taxes levied by the City and collected by the County. The principal balance of outstanding bonds at June 30, 2019 is $8,633,538. The annual debt service requirements to maturity for the General Obligation Refunding Bonds, 2019 Series A are as follows: Fiscal Year Ending Principal Interest Tota l 2020 290,960$ 160,872$ 451,832$ 2021 326,786 260,288 587,074 2022 337,143 250,094 587,237 2023 347,829 239,574 587,403 2024 358,853 228,722 587,575 2025 - 2029 1,972,250 968,396 2,940,646 2030 - 2034 2,305,249 640,596 2,945,845 2035 - 2039 2,694,468 257,445 2,951,913 Totals 8,633,538$ 3,005,987$ 11,639,525$ General Obligation Refunding Bonds, 2019 Series A 10.A.a Packet Pg. 321 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 58 11. LONG-TERM LIABILITIES (CONTINUED) General Obligation Bonds (Gilroy Community Library Project) 2010 Series On July 21, 2010, the City of Gilroy issued General Obligation Bonds 2010 Series, in the amount of $23,500,000. The proceeds from the issue are being used to finance the acquisition, construction and improvement of facilities for the public library within the City. Interest on the bonds is payable semiannually on February 1 and August 1 of each year commencing on February 1, 2011, and the Bonds mature on February 1, 2040. The bonds are payable solely from ad valorem property taxes levied by the City and collected by the County. The principal balance of outstanding bonds at June 30, 2019 is $19,350,000. The annual debt service requirements to maturity for the General Obligation Bonds, 2010 Series are as follows: Fiscal Year Ending Principal Interest Tota l 2020 605,000$ 817,563$ 1,422,563$ 2021 620,000 799,413 1,419,413 2022 650,000 768,413 1,418,413 2023 675,000 745,663 1,420,663 2024 700,000 722,038 1,422,038 2025 - 2029 3,935,000 3,160,038 7,095,038 2030 - 2034 4,835,000 2,258,750 7,093,750 2035 - 2039 5,970,000 1,129,538 7,099,538 2040 1,360,000 61,200 1,421,200 Totals 19,350,000$ 10,462,616$ 29,812,616$ Library 2010 Series Refunding Lease Revenue Bonds (LRBs) 2010 Series On July 27, 2010, the City of Gilroy refinanced its 2009 BANs and issued Refunding Revenue Bonds, in the amount of $24,475,000. The proceeds from the issue were used to redeem the 2009 BANs. Interest on the bonds is payable semiannually on May 1 and November 1 of each year commencing on May 1, 2011, and the Bonds mature on November 1, 2033. The principal balance of outstanding bonds at June 30, 2019 is $18,450,000. The reserve requirement on the bonds was $1,744,606, and the actual reserve was $1,775,400. 10.A.a Packet Pg. 322 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 59 11. LONG-TERM LIABILITIES (CONTINUED) Refunding Lease Revenue Bonds (LRBs) 2010 Series (Continued) The annual debt service requirements to maturity for the Refunding Lease Revenue Bonds 2010 Series are as follows: Fiscal Year Ending Principal Interest Tota l 2020 895,000$ 847,206$ 1,742,206$ 2021 930,000 810,706 1,740,706 2022 965,000 775,219 1,740,219 2023 1,005,000 738,231 1,743,231 2024 1,045,000 697,231 1,742,231 2025 - 2029 5,950,000 2,764,309 8,714,309 2030 - 2034 7,660,000 1,047,375 8,707,375 Totals 18,450,000$ 7,680,277$ 26,130,277$ PFA 2010 Series Refunding Lease Revenue Bonds (LRBs) 2013 Series On July 25, 2013, the City of Gilroy refinanced its Bond Anticipation Notes (BANs) Gilroy 2010 and issued Refunding Revenue Bonds, in the amount of $23,120,000. The proceeds from the issue were used to redeem the 2010 BANs. Interest on the bonds is payable semiannually on May 1 and November 1 of each year commencing on November 1, 2013, and the Bonds mature on November 1, 2033. The principal balance of outstanding bonds at June 30, 2019 is $19,065,000. The reserve requirement was $920,222, and the actual reserve was $927,183. The annual debt service requirements to maturity for the Refunding Lease Revenue Bonds 2013 Series are as follows: Fiscal Year Ending Principal Interest Tota l 2020 910,000$ 928,769$ 1,838,769$ 2021 945,000 891,669 1,836,669 2022 990,000 848,018 1,838,018 2023 1,035,000 805,156 1,840,156 2024 1,080,000 760,044 1,840,044 2025 - 2029 6,160,000 3,034,372 9,194,372 2030 - 2034 7,945,000 1,241,100 9,186,100 Totals 19,065,000$ 8,509,128$ 27,574,128$ PFA 2013 Series 10.A.a Packet Pg. 323 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 60 11. LONG-TERM LIABILITIES (CONTINUED) Loan Payable The City entered into a loan agreement with the California Energy Commission (CEC) to provide funds to install equipment for energy conservation. The original loan agreement was for the CEC to loan the City $1,812,722 with interest paid at 1% with semiannual payments to be paid commencing December following the year the project is complete. The City borrowed $1,201,155 with semiannual payments of interest and principal of $49,931 with the first payment occurring on December 27, 2016. The principal balance outstanding on the loan at June 30, 2019 is $948,011. The future estimated payments on the loan are as follows: Fiscal Year Ending Principal Interest Tota l 2020 90,582$ 9,280$ 99,862$ 2021 91,515 8,347 99,862 2022 92,433 7,429 99,862 2023 93,359 6,503 99,862 2024 94,281 5,581 99,862 2025 - 2029 485,841 13,468 499,309 Totals 948,011$ 50,608$ 998,619$ Loan Payable Compensated Absences The City’s policies relating to compensated absences are described in Note 1(m) of the Notes to the Basic Financial Statements. At June 30, 2019, the liability outstanding for compensated absences associated with governmental activities was $1,723,517 and $186,750 associated with business-type activities. The compensated absences from the governmental activities are primarily liquidated from the general fund and from the business-type activities from the sewer and water enterprise funds. 2010 Wastewater Revenue Refunding Bonds On March 1, 2010, the City issued revenue refunding bonds in the amount of $23,375,000. The bonds were issued to refinance an existing installment payment obligation of the City. The City had originally structured the sewer revenue bonds through its joint venture with Morgan Hill (South County Regional Wastewater Authority or SCRWA). The structure consisted of a pledge of an installment sale from the City to SCRWA as the collateral for the revenue bonds issued by SCRWA. 10.A.a Packet Pg. 324 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 61 11. LONG-TERM LIABILITIES (CONTINUED) 2010 Wastewater Revenue Refunding Bonds (Continued) As part of the March 2010 refunding, the City issued the debt obligation, paid off the SCRWA bonds and now has the new obligation in the sewer fund. There is no longer any outstanding debt on SCRWA’s financial statements for Gilroy. The City’s sewer enterprise fund now maintains an obligation to generate net revenues to pay its outstanding obligation off over time without any responsibility or requirements from SCRWA. The bonds are payable from the net revenues of the City’s Sewer Fund so pledged as security for the debt. Interest on the bonds is payable at rates ranging from 3.0% to 5.0%. Principal payments range from $1,465,000 to $2,440,000 payable on August 1 of each year beginning in 2011 and maturing in 2022. The principal balance of outstanding bonds at June 30, 2019 is $9,230,000. Covenants within the bonds require the City of Gilroy to, among other things, maintain insurance on the facility, establish wastewater rates, exclusive of sewer development fees, which are sufficient to pay the operating costs and debt service on the bonds and to provide revenues equal to at least 1.2 times the annual payments due. The reserve requirement was $2,621,000, and the actual reserve was $2,621,000. The annual debt service requirements (principal and interest) to maturity for the 2010 Wastewater Revenue Refunding Bonds are as follows: Fiscal Year Ending Principal Interest Tota l 2020 2,150,000$ 407,750$ 2,557,750$ 2021 2,260,000 297,500 2,557,500 2022 2,380,000 181,500 2,561,500 2023 2,440,000 61,000 2,501,000 Totals 9,230,000$ 947,750$ 10,177,750$ 2010 Wastewater 12. OTHER POST-EMPLOYMENT HEALTHCARE PLAN Plan Description The City of Gilroy Retiree Healthcare Plan (Plan) is a single-employer defined benefit healthcare plan administered by the City. The plan provides healthcare benefits to eligible retirees and their dependents through the California Public Employee’s Retirement System healthcare program (PEMHCA) and a post-employment retention/recognition incentive benefit program (RRIB) which requires proof of medical coverage. Benefit provisions are established and may be amended through agreements and memorandums of understanding between the City, its management employees and unions representing City employees. 10.A.a Packet Pg. 325 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 62 12. OTHER POST-EMPLOYMENT HEALTHCARE PLAN (CONTINUED) Plan Description (Continued) For all retirees under the plan, the City contributes the PEMHCA minimum on the unequal method for eligible retirees and surviving spouses. The PEMHCA minimum amount is $133 in 2018 and $136 in 2019. No dental, vision or life insurance benefits are provided. The RRIB incentive benefit is for certain bargaining units’ retirees that retired prior to July 1, 2014 (police and fire employees), July 1, 2015 (management employees) or November 1, 2015 (AFSCME, miscellaneous employees). Prior employees that retired and were fifty (50) or more years of age (police and fire employees) or fifty-five (55) or more years of age (AFSCME and management employees) and previously retired from City service with a minimum of fifteen (15) years of service with the City are eligible to receive this postretirement benefit until reaching the age of sixty-five (65). Additional tiers of years of service were added to the plan to qualify for benefits. This supplemental pension plan has been discontinued for new participants after the dates noted above. The City offers a Health Reimbursement Plan (PEMHCA) for new retirees after the dates noted above. The employer contribution under RRIB provides a temporary monthly annuity (to age 65) up to $300 per month based on service at retirement to eligible retirees. All classes of employees are covered, if eligible. No assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement 75. The plan does not issue a separate report. Employees Covered At the measurement date of June 30, 2018, the following current and former employees were covered by the benefit terms under the plan: Inactive currently receiving benefits 93 Inactive entitled to but not yet receiving benefits 110 Active employees 243 Total 446 Total OPEB Liability The City’s OPEB liability of $14,934,000 was measured as of June 30, 2018 and was determined by an actuarial valuation as of June 30, 2017 rolled forward to 2018 using standard update procedures. The OPEB liability from the governmental activities is primarily liquidated from the general fund. 10.A.a Packet Pg. 326 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 63 12. OTHER POST-EMPLOYMENT HEALTHCARE PLAN (CONTINUED) Actuarial Assumptions and Other Inputs The total OPEB liability as of June 30, 2017 actuarial valuation was determined using the following actuarial assumptions and other inputs, applied to all periods included in the measurement, unless otherwise specified: Valuation Date June 30, 2017 Measurement Date June 30, 2018 Actuarial Cost Method Entry-Age Normal Cost Method Actuarial Assumptions: Discount Rate 3.87% Bond Buyer 20 Index Projected Salary Increase 3.00% per annum, in aggregate Expected long term investment rate of return not applicable Healthcare Cost Trend Rates Non-Medicare - 7.5% for 2019 decreasing to 4% in 2076 Medicare - 6.5% for 2019, decreasing to 4% in 2076 Pre-retirement Turnover Derived from CalPERS pension plan Mortality, Retirement, Disability, Termination CalPERS 1997-2011 Experience Study Mortality Improvement Projected fully generational with Scale MP-2017 Medical Plan at Retirement Current active and retirees - current election Healthcare Participation at Retirement Current Actives PEMCHA Minimum - 60% RRIB - 100% Current retirees: current election The discount rate was based on a high-quality 20-year tax-exempt bond buyer index rate. The municipal bond rate utilized was 3.87%. 10.A.a Packet Pg. 327 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 64 12. OTHER POST-EMPLOYMENT HEALTHCARE PLAN (CONTINUED) Changes in total OPEB Liability The change in total OPEB liability are as follows: Total OPEB Liability Balance at June 30, 2017 (Measurement Date)14,781,000$ Changes in the Year: Service cost 723,000 Interest on the total OPEB liability 546,000 Differences between expected and actual experience - Changes in assumptions (625,000) Changes in benefit terms - Contribution - employer - Administrative expenses - Benefit payments (491,000) Net Changes 153,000 Balance at June 30, 2018 (Measurement Date)14,934,000$ Sensitivity of the Total OPEB Liability to Changes in the Discount Rate The following presents the total OPEB liability of the City, calculated using the discount rate for the Plan, as well as what the City’s total OPEB liability would be if it were calculated using a discount rate that is one percentage point lower or one percentage point higher than the current rate: 1% Decrease Discount Rate 1% Increase (2.87%) (3.87%) (4.87%) Total OPEB Liability 17,272,000$ 14,934,000$ 13,051,000$ 10.A.a Packet Pg. 328 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 65 12. OTHER POST-EMPLOYMENT HEALTHCARE PLAN (CONTINUED) Sensitivity of the Total OPEB Liability to Changes in the Discount Rate (Continued) The following presents the total OPEB liability of the City, as well as what the City’s total OPEB liability would be if it were calculated using healthcare cost trend rates that are one percentage point lower or one percentage point higher) than the current healthcare cost trend rates: Current Healthcare 1% Decrease Cost Trend Rates 1% Increase Total OPEB Liability 12,860,000$ 14,934,000$ 17,577,000$ OPEB Expense and Deferred Outflows/Inflows of Resources Related to OPEB For the year ended June 30, 2019, the City recognized OPEB expense of $922,000. At June 30, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Employer contributions made 524,000$ -$ subsequent to the measurement date Change in assumptions - (1,715,000) Tota l 524,000$ (1,715,000)$ $524,000 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the OPEB liability in the year ending June 30, 2020. The change in assumptions was due to the change in discount rate of 3.87% from 3.58% for the June 30, 2018 measurement date and is amortized over the average expected remaining service lives. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized as OPEB expense as follows: Year Ending June 30, Amount 2020 (347,000)$ 2021 (347,000) 2022 (347,000) 2023 (347,000) 2024 (260,000) Thereafter (67,000) 10.A.a Packet Pg. 329 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 66 13. CLAIMS PAYABLE The workers’ compensation and general liability claims administrators have estimated liabilities for probable future payments relating to claims outstanding as of June 30, 2019 in the following amounts which are recorded in separate internal service funds: Workers’ compensation claims 3,254,870$ General liability claims 609,953 Total claims payable 3,864,823$ Although the eventual outcome of these claims is uncertain, in the opinion of management, the resolution of these matters is not expected to have a material adverse effect on the financial condition of the City, beyond the provision for losses reflected in the recorded claims payable liabilities. Changes in claims payable for workers’ compensation for the past three fiscal years are as follows: Claims and Incurred and Beginning Changes in Claims Ending Fiscal Year Balance Estimates Payments Balance 2016-2017 2,778,674$ 1,304,738$ (1,091,907)$ 2,991,505$ 2017-2018 2,991,505 485,364 (588,389) 2,888,480 2018-2019 2,888,480 1,433,203 (1,066,813) 3,254,870 Changes in claims payable for general liability for the past three fiscal years are as follows: Claims and Incurred and Beginning Changes in Claims Ending Fiscal Year Balance Estimates Payments Balance 2016-2017 190,366$ 217,751$ (181,143)$ 226,974$ 2017-2018 226,974 77,496 (166,232) 138,238 2018-2019 138,238 1,114,526 (642,811) 609,953 10.A.a Packet Pg. 330 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 67 14. INSURANCE Bodily injury, property damage and public officials’ errors and omissions insurance is provided via participation in a joint powers authority. Effective July 1, 2015, the City is a member of the Municipal Pooling Authority (MPA), a joint powers authority established pursuant to California Government Code Sections 990.4-990.8 and 6500, et seq. The pool has 20 member cities. The City is insured by the MPA for up to $29,000,000 per claim for liability coverage, including $28,000,000 provided by an excess policy with the California Affiliated Risk Management Authority, after a deductible of $50,000 which is paid by the City. Premiums paid by the participating members may be retrospectively increased or decreased to reflect the actual operating costs of MPA and the City’s share of incurred losses. The City is contingently liable for assessments which may be made by MPA in the event that MPA has insufficient resources to pay unexpectedly large claims. Prior to July 1, 2015, the City was a member of the ABAG Plan Corp. (ABAG Plan) insurance pool, a nonprofit public benefit corporation organized under Section 5110, et seq. of the Corporations Code of California. ABAG Plan coverage applies to occurrences/claims prior to July 1, 2015. For claims prior to July 1, 2015, the City is insured by the ABAG Plan for up to $25,000,000 per claim for liability coverage, including $20,000,000 provided by excess policies, after a deductible of $50,000 which is paid by the City. The City is operating under a five year withdrawal agreement with ABAG Plan due to unresolved claims that have not yet closed. It is expected that all the City’s claims will close over the five year withdrawal agreement period. Based on annual actuarial valuations, the City will either pay an assessment or receive a refund depending upon the outcome of the remaining City claims. The City is self-insured for the first $500,000 of each workers’ compensation claim. The City belongs to the Local Agency Workers’ Compensation Excess (LAWCX) joint powers authority, established pursuant to California Government Code Sections 990.4-990.8 and 6500 et seq., for the purpose of workers’ compensation excess coverage. LAWCX coverage is for individual workers’ compensation claims in excess of $500,000 up to $5,000,000. In addition, additional excess coverage beyond $5,000,000 is purchased via California State Association of Counties Excess Insurance Authority (CSAC EIA) bringing statutory coverage to $50,000,000. Settled claims resulting from these risks have not exceeded commercial insurance coverage in any of the past three fiscal years. 10.A.a Packet Pg. 331 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 68 15. DEFINED BENEFIT PENSION PLANS (CalPERS) a. General Information about the Pension Plans Plan Descriptions The City participates in the 2.5% at 55 (Miscellaneous Tier I), 2.0% at 62 (Miscellaneous Tier II PEPRA), 3.0% at 50 (Police Safety Tier I), 2.0% at 50 (Police Safety Tier II), 2.7% at 57 (Police Safety Tier III PEPRA), 3% at 55 (Fire Safety Tier I), 2% at 55 (Fire Safety Tier II) and 2% at 57 (Fire Safety Tier III PEPRA) agent multiple-employer defined benefit plans. The City’s defined benefit pension plans provide retirement and disability benefits, annual cost-of-living adjustments and death benefits to plan members and beneficiaries. The Plans are part of the Public Agency portion of the California Public Employees Retirement System (CalPERS), an agent multiple-employer plan administered by CalPERS, which acts as a common investment and administrative agent for participating public employers within the State of California. A menu of benefit provisions as well as other requirements are established by state statutes within the Public Employees’ Retirement Law. The City selects optional benefit provisions from the benefit menu by contract with CalPERS and adopts those benefits through City ordinance. CalPERS issues a separate comprehensive annual financial report. Copies of CalPERS’s annual financial report may be obtained from the CalPERS Executive Office, 400 P Street, Sacramento, CA 95814. All full-time employees of the City are eligible to participate in the Plans. Part-time employees and temporary employees who work an average of 20 hours per week and over 1,000 hours per year are also eligible to participate. Upon 5 years of service, miscellaneous employees and public safety employees who retire at or after age 50 are entitled to receive an annual retirement benefit. The benefit is payable monthly for life, in an amount that varies from each Tier, of the employees’ single highest year’s salary for each year of credited service. The Plans also provide death and disability benefits. Benefits Provided CalPERS provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment. Members with five years of total service are eligible to retire at age 50 to 62 with statutorily reduced benefits. For employees hired into a plan with the 1.5% at 65 formula, eligibility for service retirement is age 55 with at least five years of services. PEPRA miscellaneous members become eligible for service retirement upon attainment of age 52 with at least five years of service. All members are eligible for nonduty disability benefits after five years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957 Survivor Benefit or the Optional Settlement 2W Death Benefit. 10.A.a Packet Pg. 332 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 69 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) a. General Information about the Pension Plans (Continued) Benefits Provided (Continued) Safety members can receive a special death benefit if the member dies while actively employed and the death is job-related. Fire members may receive the alternate death benefit in lieu of the Basic Death Benefit or the 1957 Survivor Benefit if the member dies while actively employed and has at least 20 years of total CalPERS service. The cost of living adjustments for each plan are applied as specified by the Public Employees’ Retirement Law. The Plans’ provisions and benefits in effect at the measurement date of June 30, 2018 are summarized as follows: Prior to On or After Hire date January 1, 2013 January 1, 2013 Benefit formula 2.5%@55 2.0%@62 Benefit vesting schedule 5 years of service 5 years of service Benefit payments monthly for life monthly for life Retirement age 50 - 67 52 - 67 Monthly benefits, as a % of eligible compensation 2.0% to 2.5% 1.0% to 2.5% Required employee contribution rates 8.00%6.25% Required employer contribution rates 10.359%6.25% Payment of unfunded liability 1,600,573$ - Miscellaneous Prior to Prior to On or After Hire date January 5, 2011 January 1, 2013 January 1, 2013 Benefit formula 3.0%@50 2.0%@50 2.7%@57 Benefit vesting schedule 5 years of service 5 years of service 5 years of service Benefit payments monthly for life monthly for life monthly for life Retirement age 50 - 55 50 - 55 50 - 57 Monthly benefits, as a % of eligible compensation 3.00% 2.00% to 2.70% 2.0% to 2.7% Required employee contribution rates 9% 9% 12.00% Required employer contribution rates 19.082% 19.082% 8.25% Payment of unfunded liability 2,432,393$ - - Safety - Police 10.A.a Packet Pg. 333 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 70 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) a. General Information about the Pension Plans (Continued) Benefits Provided (Continued) Prior to Prior to On or After Hire date January 5, 2011 January 1, 2013 January 1, 2013 Benefit formula 3.0%@55 2.0%@55 2.0%@57 Benefit vesting schedule 5 years of service 5 years of service 5 years of service Benefit payments monthly for life monthly for life monthly for life Retirement age 50 - 55 50 - 55 50 - 57 Monthly benefits, as a % of eligible compensation 2.4% to 3.0% 1.426% to 2.0% 1.426% to 2.0% Required employee contribution rates 9%7%8.25% Required employer contribution rates 19.082% 19.082% 8.250% Payment of unfunded liability 2,432,393$ - - Safety - Fire Employees Covered At the measurement date of June 30, 2018, the following employees were covered by the benefit terms for all Plans: Miscellaneous Safety Inactive employees or beneficiaries currently receiving benefits 221 133 Inactive employees entitled to but not yet receiving benefits 156 40 Active employees 140 101 Total 517 274 Contributions Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers are determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. The total plan contributions are determined through CalPERS’s annual actuarial valuation process. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. City contribution rates may change if plan contracts are amended. Payments made by the employer to satisfy contribution requirements that are identified by the pension plan terms as plan member contributions requirements are classified as plan member contributions. 10.A.a Packet Pg. 334 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 71 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) b. Net Pension Liability The City’s net pension liability for each Plan is measured as the total pension liability, less the pension plan’s fiduciary net position. The net pension liability of each of the Plans is measured as of June 30, 2018, using an annual actuarial valuation as of June 30, 2017 rolled forward to June 30, 2018 using standard update procedures. The pension liability from the governmental activities are primarily liquidated from the general fund and from the business-type activities from the sewer and water enterprise funds. A summary of principal assumptions and methods used to determine the net pension liability is shown below. Actuarial Assumptions The total pension liabilities in the June 30, 2017 actuarial valuations were determined using the following actuarial assumptions: Miscellaneous Safety Valuation Date June 30, 2017 June 30, 2017 Measurement Date June 30, 2018 June 30, 2018 Actuarial Cost Method Entry-Age Normal Entry-Age Norma l Cost Method Cost Method Actuarial Assumptions: Discount Rate 7.15% 7.15% Inflation 2.50% 2.50% Projected Salary Increase (1) (1) Mortality Rate Table (2) (2) Post-Retirement Benefit Income (3) (3) (1) Varies by entry age and service. (2) (3) The mortality table used was developed based on CalPERS-specific data. The table includes 15 years of mortality improvements using the Society of Actuaries Scale of 90% of scale MP 2016. For more details on this table, please refer to the December 2017 experience study report (based on CalPERS demographic data from 1997 to 2015) that can be found on the CalPERS Contract COLA up to 2.00% until Purchasing Power Protection Allowance Floor on Purchasing Power applies, 2.50% thereafter. 10.A.a Packet Pg. 335 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 72 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) b. Net Pension Liability (Continued) Long-Term Expected Rate of Return The long-term expected rate of return on pension plan investments was determined using a building-block method in which expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. In determining the long-term expected rate of return, CalPERS took into account both short-term and long-term market return expectations as well as the expected pension fund cash flows. Using historical returns of all the funds’ asset classes, expected compound (geometric) returns were calculated over the short-term (first 10 years) and the long-term (11+ years) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the rounded single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equal to the single equivalent rate calculated above and adjusted to account for assumed administrative expenses. The expected real rates of return by asset class are as follows: Assumed Real Return Real Return Asset Years Years Allocation 1 - 10 (a) 11+ (b) Global Equity 50.00% 4.80% 5.98% Fixed Income 28.00% 1.00% 2.62% Inflation assets 0.00% 0.77% 1.81% Private Equity 8.00% 6.30% 7.23% Real Estate 13.00% 3.75% 4.92% Liquidity 1.00% 0.00% -0.92% Total 100.00% (b) An expected inflation of 2.00% used for this period. (c) An expected inflation of 2.92% used for this period. Asset Class (a) In the CalPERS CAFR, Fixed Income is included in Global Debt Securities; Liquidly is included in Short-term investments; Inflation Assets are included in both Global Equity Securities and Global Debt Securities. (a) 10.A.a Packet Pg. 336 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 73 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) b. Net Pension Liability (Continued) Discount Rate The discount rate used to measure the total pension liability was 7.15%. The projection of cash flows used to determine the discount rate assumed that contributions from plan members will be made at the current member contribution rates and that contributions from employers will be made at statutorily required rates, actuarially determined. Based on those assumptions, the Plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on plan investments was applied to all periods of projected benefit payments to determine the total pension liability. Subsequent Events There were no subsequent events that would materially affect the results in this disclosure. 10.A.a Packet Pg. 337 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 74 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) c. Changes in the Net Pension Liability The changes in the net pension liability for all of the Miscellaneous Plans are as follows: Total Plan Net Pension Pension Fiduciary Liability Liability Net Position (Asset) Balance at June 30, 2017 (Measurement Date)104,416,002$ 74,227,735$ 30,188,267$ Changes in the Year: Service cost 2,107,888 - 2,107,888 Interest on the total pension liability 7,397,421 - 7,397,421 Changes in benefit terms - - - Changes in assumptions (870,201) - (870,201) Differences between actual and expected experience 1,618,519 - 1,618,519 Net plan to plan resource movement (182) 182 Contributions - employer - 2,796,490 (2,796,490) Contributions - employees - 1,003,145 (1,003,145) Net investment income - 6,275,073 (6,275,073) Benefit payments, including refunds of employee contributions (5,515,662) (5,515,662) - Administrative expense (115,667) 115,667 Other miscellaneous expense - (219,654) 219,654 Net Changes 4,737,965 4,223,543 514,422 Balance at June 30, 2018 (Measurement Date)109,153,967$ 78,451,278$ 30,702,689$ Increase (Decrease) 10.A.a Packet Pg. 338 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 75 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) c. Changes in the Net Pension Liability (Continued) The changes in the net pension liability for all of the Safety Plans are as follows: Total Plan Net Pension Pension Fiduciary Liability Liability Net Position (Asset) Balance at June 30, 2017 (Measurement Date)158,145,861$ 106,284,831$ 51,861,030$ Changes in the Year: Service cost 3,782,506 - 3,782,506 Interest on the total pension liability 11,090,179 - 11,090,179 Changes in benefit terms - - - Changes in assumptions (633,599) - (633,599) Differences between actual and expected experience (600,354) - (600,354) Net plan to plan resource movement (263) 263 Contributions - employer - 4,906,333 (4,906,333) Contributions - employees - 1,196,981 (1,196,981) Net investment income - 8,983,812 (8,983,812) Benefit payments, including refunds of employee contributions (7,391,540) (7,391,540) - Administrative expenses (165,621) 165,621 Other miscellaneous expense - (314,517) 314,517 Net Changes 6,247,192 7,215,185 (967,993) Balance at June 30, 2018 (Measurement Date)164,393,053$ 113,500,016$ 50,893,037$ Increase (Decrease) 10.A.a Packet Pg. 339 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 76 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) c. Changes in the Net Pension Liability (Continued) Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the City for all Plans, calculated using the discount rate for each Plan, as well as what the City’s net pension liability would be if it were calculated using a discount rate that is one percentage point lower or one percentage point higher than the current rate: Miscellaneous Safety 1% Decrease 6.15%6.15% Net Pension Liability 44,345,783$ 73,445,735$ Current Discount Rate 7.15%7.15% Net Pension Liability 30,702,689$ 50,893,037$ 1% Increase 8.15%8.15% Net Pension Liability 19,338,445$ 32,347,387$ Pension Plans Fiduciary Net Position Detailed information about each pension plan’s fiduciary net position is available in the separately issued CalPERS financial reports. d. Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions For the year ended June 30, 2019, the City recognized pension expense of $4,582,938 and $7,267,595 in the Miscellaneous and Safety Plans, respectively. At June 30, 2019, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Pension contributions subsequent to measurement date 3,255,647$ -$ Differences between expected and actual experience 1,019,068 (544,810) Change in assumptions 1,111,613 (547,904) Net differences between projected and actual earnings on plan investments 132,175 - Total 5,518,503$ (1,092,714)$ Miscellaneous 10.A.a Packet Pg. 340 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 77 15. DEFINED BENEFIT PENSION PLANS (CalPERS) (CONTINUED) d. Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions (Continued) Deferred Deferred Outflows Inflows of Resources of Resources Pension contributions subsequent to measurement date 5,571,528$ -$ Differences between expected and actual experience 48,642 (1,236,669) Change in assumptions 4,827,029 (746,817) Net differences between projected and actual earnings on plan investments 283,783 - Total 10,730,982$ (1,983,486)$ Safety $3,255,647 reported in the Miscellaneous Plans and $5,571,528 reported in the Safety Plans as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ending June 30, 2020. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as pension expense as follows: Year Ending Miscellaneous Safety June 30, Amount Amount 2020 1,767,708$ 2,520,138$ 2021 388,666 1,777,430 2022 (775,273) (831,213) 2023 (210,959) (290,387) 2024 - - Thereafter - - e. Payable to the Pension Plan At June 30, 2019, the City had no outstanding amount of contributions to the pension plans required for the year ended June 30, 2019. 10.A.a Packet Pg. 341 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 78 16. NET POSITION AND FUND BALANCES Net Position Net position is the excess of all the City’s assets and deferred outflows of resources over all its liabilities and deferred inflows of resources, regardless of fund. Net position is divided into three captions. These captions apply only to net position, which is determined only at the government-wide level and proprietary funds are described below. Net investment in capital assets - describes the portion of net position which is represented by the current net book value of the City’s capital assets, less the outstanding balance of any debt issued to finance these assets and unspent bond proceeds from debt. Restricted - describes the portion of net position which is restricted as to use by the terms and conditions of agreements with outside parties, governmental regulations, laws or other restrictions which the City cannot unilaterally alter. Unrestricted - describes the portion of net position which is not restricted as to use. Details of the three categories are as follows: Governmental Business-type Activities Activities Net investment in capital assets: Total capital assets, net of accumulated depreciation 219,369,863$ 91,134,932$ Add: unspent bond proceeds 5,128,496 - Less: premium on bonds (1,582,182) - Less: state loan (948,011) - Less: total capital related debt (65,498,538) - Net investment in capital assets 156,469,628 91,134,932 Restricted for: Community services 1,725,410 - Community development 45,230,191 - Public safety 508,917 - Debt services 2,224,286 - Total restricted net position 49,688,804 - Unrestricted (37,759,850) 100,053,259 Total net position 168,398,582$ 191,188,191$ 10.A.a Packet Pg. 342 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 79 16. NET POSITION AND FUND BALANCES (CONTINUED) Fund Balances As of June 30, 2019, fund balances of the governmental funds are classified as follows: Nonspendable - amounts that cannot be spent either because they are in nonspendable form or because they are legally or contractually required to be maintained intact. Restricted - amounts that can be spent only for specific purposes because of constitutional provisions or enabling legislation or because of constraints that are externally imposed by creditors, grantors, contributors or the laws or regulations of other governments. If the Council action limiting the use of funds is included in the same action (legislation) that created (enabled) the funding source, then it is restricted. Committed - amounts that can be used only for specific purposes determined by a formal action of the City Council, who is the highest level of decision-making authority for the City. The City Council by adoption of a resolution, can commit fund balance prior to the end of the fiscal year. Commitments may be established, modified or rescinded only through resolutions approved by the City Council. Assigned - amounts that do not meet the criteria to be classified as restricted or committed but that are intended to be used for specific purposes. The City has not adopted a policy on the authority to assign amounts for specific purposes. Unassigned - amounts that are the residual balance for the City’s general fund and includes all spendable amounts not contained in other classifications. In other funds, the unassigned classification is used only to report a deficit balance resulting from overspending for specific purposes for which amounts had been restricted, committed or assigned. 10.A.a Packet Pg. 343 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 80 16. NET POSITION AND FUND BALANCES (CONTINUED) Fund Balances (Continued) When an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available, the City considers restricted funds to have been spent first. When an expenditure is incurred for which committed, assigned or unassigned fund balance are available, the City considers amounts to have been spent first out of committed funds, then assigned funds, and finally unassigned funds, as needed, unless the governing board has provided otherwise in its commitment or assignment actions. Public Facilities Other General Impact Capital Governmental Fund Projects Funds Totals Nonspendable: Inventory of materials 59,663$ -$ -$ 59,663$ Prepaid items 16,337 - 1,000 17,337 Total nonspendable 76,000 - 1,000 77,000 Restricted for: Public safety - - 579,198 579,198 Community library - - 6,849,200 6,849,200 Street maintenance - - 5,744,524 5,744,524 Grant programs - - 2,225,485 2,225,485 Housing - - 3,321,561 3,321,561 Traffic impact - - 12,852,387 12,852,387 Sewer development - - 13,533,945 13,533,945 Water development - - 4,601,793 4,601,793 Storm drains - - 2,009,875 2,009,875 Community development - - 2,860,301 2,860,301 Debt service - - 2,866,950 2,866,950 Total restricted - - 57,445,219 57,445,219 Assigned to: Capital projects - - 1,483,818 1,483,818 Unassigned 27,683,870 (3,182,011) (1,024,351) 23,477,508 Total fund balances 27,759,870$ (3,182,011)$ 57,905,686$ 82,483,545$ 10.A.a Packet Pg. 344 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 81 16. NET POSITION AND FUND BALANCES (CONTINUED) General Fund Balance Policy The City’s general fund reserve policy consists of an unrestricted General Fund Reserve of 25% of general fund expenditures and an Economic Stability Reserve of 15% of general fund expenditures. The Economic Stability Reserve would only be used in extraordinary circumstances, upon satisfaction of one of the following “economic triggers” and with the majority vote of the City Council: (i) state take-away of significant revenue; (ii) large drop in property taxes (decrease in assessed valuations), (iii) major business closures (sales tax and/or utility users’ tax impact); (iv) dramatic drop in development from projections; (v) large unexpected drop in sales taxes (or other primary revenues - utility users’ tax, franchise fees or transient occupancy tax) due to severe recession or (vi) the economic triggers cause the General Fund Reserve to fall below a predetermined percentage of expenditures (e.g. 20%). In the event the Economic Stability Reserve is used, the City is obligated to replenish the reserve by the end of the next biennial budget to 15% of the general fund expenditures for the given year. 17. COMMITMENTS AND CONTINGENCIES The City is a defendant in various litigations in the normal course of the City’s operations, the resolution of which, in the opinion of management, will not have a significant adverse effect on the City’s financial position. On July 28, 2019, the Gilroy Garlic Festival, held at Christmas Hill Park, was the site of a mass shooting. The gunman killed himself and three others and wounded 17 people. The City’s response costs have been submitted to the California Governor’s Office of Emergency Services (Cal OES) for reimbursement consideration. The City may incur additional financial impacts as a result of this tragedy. However, at this time the extent of those impacts is unknown. 18. DEBT WITHOUT GOVERNMENT COMMITMENT Community Facilities District No. 2000-1, Highway 152, Special Tax Bonds In December 2002, the City issued debt for and on behalf of Community Facilities District No. 2000-1 pursuant to Mello-Roos Community Facilities Act of 1982, $7,185,000 of Special Tax Bonds to finance the costs associated with the construction of public facilities for interchange improvements at State Highway 152 and U.S. Highway 101 and for widening and improving of Highway 152. In September 2006, the City issued debt for and on behalf of the Community Facilities District No. 2000-1 pursuant to Mello-Roos Community Facilities Act of 1982, $8,670,000 of Special Tax Bonds to finance the costs associated with the construction of public facilities for interchange improvements at State Highway 152 and U.S. Highway 101 and for the widening and improving of Highway 152. 10.A.a Packet Pg. 345 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Basic Financial Statements June 30, 2019 82 18. DEBT WITHOUT GOVERNMENT COMMITMENT (CONTINUED) Community Facilities District No. 2000-1, Highway 152, Special Tax Bonds (Continued) These bonds (Series 2002 and 2001) were refunded in July 2018 with proceeds from the issuance in a private placement of Community Facilities District No. 2000-1 (Highway 152) Special Tax Refunded Bonds, Series 2018 in the aggregate principal amount of $7,815,860. These bonds do not constitute a debt or obligation of the City because they are payable solely from and secured by assets and revenues of other parties. The City is in no way liable for repayment but is only acting as an agent for the property owners in collecting the assessments, forwarding the collections to bondholders, and initiating foreclosure proceedings, if appropriate. The outstanding principal balance as of June 30, 2019 was $7,815,860. 19. SUBSEQUENT EVENTS Events occurring after June 30, 2019 have been evaluated for possible adjustments to the financial statements or disclosure as of December 26, 2019, which is the date these financial statements were available to be issued. 10.A.a Packet Pg. 346 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 83 REQUIRED SUPPLEMENTARY INFORMATION 10.A.a Packet Pg. 347 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fiscal Year Ended June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 Measurement Period June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014 Total Pension Liability: Service cost 2,107,888$ 2,119,709$ 1,974,107$ 1,914,477$ 1,886,470$ Interest on total pension liability 7,397,421 7,057,333 6,992,371 6,720,915 6,378,166 Changes in benefits - - - - - Changes in assumptions (870,201) 5,558,063 - (1,563,145) - Differences between expected and actual experience 1,618,519 (2,724,046) (878,722) 67,994 - Benefit payments, including refunds of employee contributions (5,515,662) (4,810,256) (4,335,513) (4,140,599) (3,800,609) Net Change in Total Pension Liability 4,737,965 7,200,803 3,752,243 2,999,642 4,464,027 Total Pension Liability - Beginning of Year 104,416,002 97,215,199 93,462,956 90,463,314 85,999,287 Total Pension Liability - End of Year (a)109,153,967$ 104,416,002$ 97,215,199$ 93,462,956$ 90,463,314$ Plan Fiduciary Net Position: Contributions - employer 2,796,490$ 2,535,645$ 2,448,744$ 2,236,836$ 2,105,469$ Contributions - employee 1,003,145 888,342 895,816 894,531 978,326 Net investment income 6,275,073 7,621,577 355,337 1,523,463 10,200,504 Benefit payments, including refunds of (5,515,662) (4,810,256) (4,335,513) (4,140,599) (3,800,609) employee contributions Plan to plan resource movement (182) - - - - Administrative and other expense (335,321) (100,535) (41,912) (77,393) - Net Change in Plan Fiduciary Net Position 4,223,543 6,134,773 (677,528) 436,838 9,483,690 Plan Fiduciary Net Position - Beginning of Year 74,227,735 68,092,962 68,770,490 68,333,652 58,849,962 Plan Fiduciary Net Position - End of Year (b) 78,451,278$ 74,227,735$ 68,092,962$ 68,770,490$ 68,333,652$ Net Pension Liability - Ending (a)-(b) 30,702,689$ 30,188,267$ 29,122,237$ 24,692,466$ 22,129,662$ Plan fiduciary net position as a percentage of the total pension liability 71.87% 71.09% 70.04% 73.58% 75.54% Covered payroll 11,556,326$ 11,212,850$ 11,011,235$ 10,764,958$ 10,072,452$ Net pension liability as percentage of covered payroll 265.68% 269.23% 264.48% 229.38% 219.70% Notes to Schedule: Benefit Changes: There were no changes in benefits. Changes in Assumptions: From fiscal year June 30, 2015 to June 30, 2016: From fiscal year June 30, 2016 to June 30, 2017: There were no changes in assumptions. From fiscal year June 30, 2017 to June 30, 2018: The discount rate was reduced from 7.65% to 7.15%. From fiscal year June 30, 2018 to June 30, 2019: There were significant changes in assumptions. * Fiscal year 2015 was the first year of implementation and therefore only five years are shown. CITY OF GILROY SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS Last Ten Fiscal Years* MISCELLANEOUS PLAN GASB 68,paragraph 68 states that the long-term expected rate of return should be determined net of pension plan investment expense but without reduction for pension plan administrative expense. The discount rate of 7.50% used for the June 30, 2014 measurement date was net of administrative expenses. The discount rate of 7.65% used for the June 30, 2015 measurement date is without reduction of pension plan administrative expense. 84 10.A.a Packet Pg. 348 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fiscal Year Ended June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 Measurement Period June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014 Total Pension Liability: Service cost 3,782,506$ 3,795,030$ 3,436,724$ 3,251,786$ 3,441,840$ Interest on total pension liability 11,090,179 10,658,420 10,258,316 9,778,748 9,235,218 Changes in benefits - - - - - Changes in assumptions (633,599) 9,024,447 (557,694) (2,444,546) - Differences between expected and actual experience (600,354) (1,138,485) - 437,762 - Benefit payments, including refunds of employee contributions (7,391,540) (6,957,768) (6,616,198) (5,976,690) (5,792,746) Net Change in Total Pension Liability 6,247,192 15,381,644 6,521,148 5,047,060 6,884,312 Total Pension Liability - Beginning of Year 158,145,861 142,764,217 136,243,069 131,196,009 124,311,697 Total Pension Liability - End of Year (a)164,393,053$ 158,145,861$ 142,764,217$ 136,243,069$ 131,196,009$ Plan Fiduciary Net Position: Contributions - employer 4,906,333$ 4,528,260$ 4,131,687$ 3,911,991$ 3,844,918$ Contributions - employee 1,196,981 1,157,337 1,130,369 1,106,970 1,082,775 Net investment income 8,983,812 10,785,793 541,083 2,139,791 14,460,928 Benefit payments, including refunds of (7,391,540) (6,957,768) (6,616,198) (5,976,690) (5,792,746) employee contributions Plan to plan resource movement (263) - - - - Administrative and other expense (480,138) (143,087) (59,596) (110,062) - Net Change in Plan Fiduciary Net Position 7,215,185 9,370,535 (872,655) 1,072,000 13,595,875 Plan Fiduciary Net Position - Beginning of Year 106,284,831 96,914,296 97,786,951 96,714,951 83,119,076 Plan Fiduciary Net Position - End of Year (b) 113,500,016$ 106,284,831$ 96,914,296$ 97,786,951$ 96,714,951$ Net Pension Liability - Ending (a)-(b) 50,893,037$ 51,861,030$ 45,849,921$ 38,456,118$ 34,481,058$ Plan fiduciary net position as a percentage of the total pension liability 69.04% 67.21% 67.88% 71.77% 73.72% Covered payroll 12,973,737$ 12,757,317$ 12,560,538$ 12,271,278$ 12,092,757$ Net pension liability as percentage of covered payroll 392.28% 406.52% 365.03% 313.38% 285.14% Notes to Schedule: Benefit Changes: There were no changes in benefits. Changes in Assumptions: From fiscal year June 30, 2015 to June 30, 2016: From fiscal year June 30, 2016 to June 30, 2017: There were no changes in assumptions. From fiscal year June 30, 2017 to June 30, 2018: The discount rate was reduced from 7.65% to 7.15%. From fiscal year June 30, 2017 to June 30, 2019: There were significant changes in assumptions. * Fiscal year 2015 was the first year of implementation and therefore only five years are shown. CITY OF GILROY SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS SAFETY PLAN Last Ten Fiscal Years* GASB 68,paragraph 68 states that the long-term expected rate of return should be determined net of pension plan investment expense but without reduction for pension plan administrative expense. The discount rate of 7.50% used for the June 30, 2014 measurement date was net of administrative expenses. The discount rate of 7.65% used for the June 30, 2015 measurement date is without reduction of pension plan administrative expense. 85 10.A.a Packet Pg. 349 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fiscal year ended June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 Actuarially determined contribution 3,255,647$ 2,797,223$ 2,535,645$ 2,448,765$ 2,237,281$ Contributions in relation to the actuarially determined contributions (3,255,647) (2,797,223) (2,535,645) (2,448,765) (2,237,281) Contribution deficiency (excess)-$ -$ -$ -$ -$ Covered payroll 12,814,101$ 11,556,326$ 11,212,850$ 11,011,235$ 10,764,958$ Contributions as a percentage of payroll 25.41% 24.21% 22.61% 22.24% 20.78% Notes to Schedule: Valuation Date 6/30/2016 6/30/2015 6/30/2014 6/30/2013 6/30/2012 Methods and Assumptions Used to Determine Contribution Rates: Actuarial cost method Entry age Entry age Entry age Entry age Entry age Amortization method (1) (1) (1) (1) (1) Asset valuation method Market Value Market Value Market Value Market Value 15 Year Smoothed Market Method Inflation 2.75%2.75%2.75%2.75%2.75% Salary increases (2)(2)(2)(2)(2) Investment rate of return 7.375% (3) 7.50% (3) 7.50% (3) 7.50% (3) 7.50% (3) Retirement age (4)(4)(4)(4)(4) Mortality (5)(5)(5)(5)(5) (1) Level percentage of payroll, closed. (2) Depending on age, service and type of employment. (3) Net of pension plan investment expense, including inflation. (4)50 years for 2.5%@55 and 52 years (2.0%@62)** (5) Mortality assumptions are based on mortality rates resulting from the most recent CalPERS Experience Study adopted by the CalPERS Board. * Fiscal year 2015 was the first year of implementation and therefore only five years are shown. CITY OF GILROY SCHEDULE OF CONTRIBUTIONS - MISCELLANEOUS DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years* 86 10.A.a Packet Pg. 350 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fiscal year ended June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 Actuarially determined contribution 5,571,528$ 4,906,314$ 4,528,260$ 4,131,626$ 3,913,165$ Contributions in relation to the actuarially determined contributions (5,571,528) (4,906,314) (4,528,260) (4,131,626) (3,913,165) Contribution deficiency (excess)-$ -$ -$ -$ -$ Covered payroll 13,576,602$ 12,973,737$ 12,757,317$ 12,560,538$ 12,271,781$ Contributions as a percentage of covered payroll 41.04% 37.82% 35.50% 32.89% 31.89% Notes to Schedule: Valuation Date 6/30/2016 6/30/2015 6/30/2014 6/30/2013 6/30/2012 Methods and Assumptions Used to Determine Contribution Rates: Actuarial cost method Entry age Entry age Entry age Entry age Entry age Amortization method (1)(1)(1)(1)(1) Asset valuation method Market Value Market Value Market Value Market Value 15 Year Smoothed Market Method Inflation 2.75%2.75%2.75%2.75%2.75% Salary increases (2)(2)(2)(2)(2) Investment rate of return 7.375% (3) 7.50% (3) 7.50% (3) 7.50% (3) 7.50% (3) Retirement age (4)(4)(4)(4)(4) Mortality (5)(5)(5)(5)(5) (1) Level percentage of payroll, closed. (2) Depending on age, service and type of employment. (3) Net of pension plan investment expense, including inflation. (4)50 years for the 3.0%@50, 2.0%@50, 2.7%@57, 3.0%@55, 2.0%@55 and 2.0%@57** (5) Mortality assumptions are based on mortality rates resulting from the most recent CalPERS Experience Study adopted by the CalPERS Board. * Fiscal year 2015 was the first year of implementation and therefore only five years are shown. CITY OF GILROY SCHEDULE OF CONTRIBUTIONS - SAFETY DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years* 87 10.A.a Packet Pg. 351 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fiscal year end 6/30/2019 6/30/2018 Measurement date 6/30/2018 6/30/2017 Total OPEB Liability: Service cost 723,000$ 832,000$ Interest on total OPEB liability 546,000 463,000 Changes in assumptions (625,000) (1,691,000) Benefit payments, including refunds of (491,000) (479,000) Net Change in Total OPEB Liability 153,000 (875,000) Total OPEB Liability - Beginning of Year 14,781,000 15,656,000 Total OPEB Liability - Ending (a)-(b) 14,934,000$ 14,781,000$ Covered employee payroll 27,610,000$ 26,626,000$ Net OPEB liability as percentage of covered employee payroll 54.09% 55.51% Notes to Schedule: Benefit Changes: Changes in Assumptions: The plan is not administered through a trust. * Fiscal year 2018 was the first year of implementation and therefore only two years are shown. CITY OF GILROY SCHEDULE OF CHANGES IN THE TOTAL OPEB LIABILITY AND RELATED RATIOS Last Ten Fiscal Years* There were no changes in benefits. The discount rate for the June 30, 2017 measurement date was increased to 3.58% from 2.85%. The discount rate for the June 30, 2018 measurement date was increased to 3.87% from 3.58%. 88 10.A.a Packet Pg. 352 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Taxes: Property taxes 13,175,867$ 13,175,867$ 14,476,481$ 1,300,614$ Document transfer tax 474,790 474,790 372,284 (102,506) Sales tax 18,659,503 18,659,503 20,186,105 1,526,602 Utility taxes 4,332,645 4,332,645 4,721,529 388,884 Franchise taxes 1,599,275 1,599,275 1,669,817 70,542 Motor vehicle in lieu tax 23,000 23,000 26,695 3,695 Transient occupancy tax 1,812,861 1,812,861 1,771,882 (40,979) Total taxes 40,077,941 40,077,941 43,224,793 3,146,852 Licenses and Permits: Business licenses 634,228 634,228 693,758 59,530 Hazardous material permits 219,500 219,500 324,720 105,220 Building permits 2,739,783 2,739,783 2,415,808 (323,975) Other licenses and permits 64,950 64,950 53,052 (11,898) Total licenses and permits 3,658,461 3,658,461 3,487,338 (171,123) Intergovernmental: Grants 138,500 138,500 181,015 42,515 Total intergovernmental 138,500 138,500 181,015 42,515 Charges for Services: Administrative charges 2,602,880 2,602,880 2,668,544 65,664 Overhead to enterprise 467,158 467,158 480,964 13,806 Plan checks and inspections 3,363,215 3,363,215 2,417,571 (945,644) Special planning services 783,655 783,655 224,169 (559,486) Special police services 54,122 54,122 44,656 (9,466) Special fire services 143,575 143,575 222,082 78,507 Community recreation 1,083,638 1,083,638 1,093,345 9,707 Total charges for services 8,498,243 8,498,243 7,151,331 (1,346,912) (Continued) For the year ended June 30, 2019 Budgeted Amounts CITY OF GILROY BUDGETARY COMPARISON SCHEDULE GENERAL FUND See accompanying note to required supplementary information. 89 10.A.a Packet Pg. 353 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES (CONTINUED): Fines: Vehicle fines 166,580$ 166,580$ 118,543$ (48,037)$ Parking fines 21,150 21,150 23,672 2,522 Abandoned vehicle 75,000 75,000 97,658 22,658 Total fines 262,730 262,730 239,873 (22,857) Investment income 162,100 162,100 739,568 577,468 Miscellaneous: Police and fire 511,836 511,836 752,971 241,135 Community services 112,000 112,000 117,094 5,094 Building 2,000 2,000 2,411 411 Other 1,040,763 1,040,763 630,161 (410,602) Total miscellaneous 1,666,599 1,666,599 1,502,637 (163,962) TOTAL REVENUES 54,464,574 54,464,574 56,526,555 2,061,981 (Continued) Budgeted Amounts GENERAL FUND (Continued) For the year ended June 30, 2019 BUDGETARY COMPARISON SCHEDULE CITY OF GILROY See accompanying note to required supplementary information. 90 10.A.a Packet Pg. 354 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) EXPENDITURES: General Government: City council 255,914$ 270,915$ 236,053$ 34,862$ City administration 959,966 1,094,402 1,194,268 (99,866) Emergency services 4,020 4,020 2,280 1,740 Finance 871,667 921,669 705,965 215,704 General administration 1,306,114 1,306,114 1,258,625 47,489 City attorney 435,000 435,000 790,119 (355,119) Personnel 1,147,346 1,317,277 1,573,521 (256,244) Total general government 4,980,027 5,349,397 5,760,831 (411,434) Public Safety: Police administration 3,685,486 3,705,973 3,680,426 25,547 Police patrol operations 14,406,834 14,473,192 14,148,033 325,159 Police investigation 1,624,018 1,624,016 1,417,440 206,576 Communications 2,469,246 2,469,246 2,047,310 421,936 Police records 1,292,997 1,292,997 1,134,987 158,010 Fire administration 1,456,495 1,612,277 1,310,691 301,586 Fire operations 9,459,368 9,459,368 9,336,196 123,172 Total public safety 34,394,444 34,637,069 33,075,083 1,561,986 Community Services: Public information 536,431 536,431 526,797 9,634 Environmental programs 123,625 123,625 249,496 (125,871) Street maintenance/forestry 1,142,488 1,170,245 1,230,347 (60,102) Landscape maintenance 3,009,659 3,009,659 2,645,162 364,497 Community recreation 3,608,182 3,685,635 3,179,391 506,244 Total community services 8,420,385 8,525,595 7,831,193 694,402 (Continued) GENERAL FUND (Continued) For the year ended June 30, 2019 Budgeted Amounts CITY OF GILROY BUDGETARY COMPARISON SCHEDULE See accompanying note to required supplementary information. 91 10.A.a Packet Pg. 355 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) EXPENDITURES (CONTINUED): Community Development: Public works and administration 11,854$ 11,854$ 25,454$ (13,600)$ Engineering 991,858 1,979,099 1,722,548 256,551 Planning 1,664,173 2,389,905 1,808,294 581,611 B.L.E.S.2,120,497 2,326,271 2,037,662 288,609 Chemical containment hazardous materials 547,347 525,242 619,446 (94,204) Economic development 230,027 285,320 489,038 (203,718) Total community development 5,565,756 7,517,691 6,702,442 815,249 TOTAL EXPENDITURES 53,360,612 56,029,752 53,369,549 2,660,203 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 1,103,962 (1,565,178) 3,157,006 4,722,184 OTHER FINANCING SOURCES (USES): Transfers in 177,000 177,000 229,788 52,788 Transfers out (234,999) (1,234,999) (1,228,964) 6,035 TOTAL OTHER FINANCING SOURCES (USES)(57,999) (1,057,999) (999,176) 58,823 NET CHANGE IN FUND BALANCE 1,045,963 (2,623,177) 2,157,830 4,781,007 FUND BALANCE AT BEGINNING OF YEAR 25,602,040 25,602,040 25,602,040 - FUND BALANCE AT END OF YEAR 26,648,003$ 22,978,863$ 27,759,870$ 4,781,007$ Budgeted Amounts CITY OF GILROY BUDGETARY COMPARISON SCHEDULE GENERAL FUND (Continued) For the year ended June 30, 2019 See accompanying note to required supplementary information. 92 10.A.a Packet Pg. 356 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) CITY OF GILROY, CALIFORNIA Notes to Required Supplementary Information June 30, 2019 93 1. BUDGETS AND BUDGETARY DATA The City Administrator submits to the City Council a proposed budget for all funds. Council then proceeds to make any changes to the proposed budget it deems necessary. Before adopting the proposed budget, Council holds a public hearing for any interested party desiring to be heard. Notice must be given 10 days prior to the hearing and must be published in the City’s official newspaper. After the conclusion of the public hearing, Council may further make revisions to the proposed budget. Thereafter, Council adopts the budget with revisions, if any. City Council approval is required for all revisions to the adopted budget that require additional appropriations or new funding. City Administrator approval is required for all transfers within the adopted budget. Operational appropriations lapse at fiscal year-end unless City Council takes formal action to carry forward appropriations into the following fiscal year. The level on which expenditures may not legally exceed appropriations is the fund level. 10.A.a Packet Pg. 357 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 94 10.A.a Packet Pg. 358 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 95 SUPPLEMENTARY SCHEDULES 10.A.a Packet Pg. 359 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) General Sidewalk Library Fund Repair Reserve Cash and investments 25,292,036$ 1,103,434$ 9,422$ Accounts receivable (3,178) - - Due from other governments 4,683,605 - - Due from other funds 1,433,558 - - Prepaid items 16,337 - - Inventory of materials 59,663 - - TOTAL ASSETS 31,482,021$ 1,103,434$ 9,422$ LIABILITIES: Accounts payable 860,392$ -$ -$ Accrued liabilities 2,078,442 - - Unearned revenue 1,528,475 - - TOTAL LIABILITIES 4,467,309 - - DEFERRED INFLOWS OF RESOURCES: Unavailable revenue 36,600 - - FUND BALANCES (DEFICITS): Nonspendable 76,000 - - Unassigned 26,902,112 1,103,434 9,422 TOTAL FUND BALANCES (DEFICITS)26,978,112 1,103,434 9,422 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES 31,482,021$ 1,103,434$ 9,422$ Interfund borrowing within the group of funds that are consolidated together to form the general fund for purposes of the combined financial statements have been eliminated on this schedule. (1) CITY OF GILROY CONSOLIDATING BALANCE SHEET BY SUB-FUND GENERAL FUND June 30, 2019 ASSETS RESOURCES AND FUND BALANCES LIABILITIES, DEFERRED INFLOWS OF 96 10.A.a Packet Pg. 360 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Golf Community General Course Recreation Eliminations (1) Fund (334,613)$ 435,900$ -$ 26,506,179$ 3,534 60,306 - 60,662 - - - 4,683,605 - - - 1,433,558 - - - 16,337 - - - 59,663 (331,079)$ 496,206$ -$ 32,760,004$ -$ 105,367$ -$ 965,759$ - 193,800 - 2,272,242 - 197,058 - 1,725,533 - 496,225 - 4,963,534 - - - 36,600 - - 76,000 (331,079) (19) - 27,683,870 (331,079) (19) - 27,759,870 (331,079)$ 496,206$ -$ 32,760,004$ 97 10.A.a Packet Pg. 361 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) General Sidewalk Library Fund Repair Reserve REVENUES: Taxes 43,224,793$ -$ -$ Licenses and permits 3,487,338 - - Intergovernmental 181,015 - - Charges for services 6,094,691 - - Fines 239,873 - - Investment income 714,507 24,846 215 Miscellaneous 1,496,128 - - TOTAL REVENUES 55,438,345 24,846 215 EXPENDITURES: Current: General government 5,760,831 - - Public safety 33,075,083 - - Community services 4,651,802 - - Community development 6,445,343 257,099 - TOTAL EXPENDITURES 49,933,059 257,099 - EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 5,505,286 (232,253) 215 OTHER FINANCING SOURCES (USES): Transfers in 229,788 250,000 - Transfers out (3,636,553) - - TOTAL OTHER FINANCING SOURCES (USES)(3,406,765) 250,000 - NET CHANGE IN FUND BALANCES 2,098,521 17,747 215 FUND BALANCES (DEFICIT) AT BEGINNING OF YEAR 24,879,591 1,085,687 9,207 FUND BALANCES (DEFICITS) AT END OF YEAR 26,978,112$ 1,103,434$ 9,422$ Transfers within the group of funds that are consolidated together to form the general fund for purposes of the combined financial statements have been eliminated on this schedule. GENERAL FUND For the year ended June 30, 2019 CITY OF GILROY CONSOLIDATING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES BY SUB-FUND (1) 98 10.A.a Packet Pg. 362 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Golf Community General Course Recreation Eliminations (1) Fund -$ -$ -$ 43,224,793$ - - - 3,487,338 - - - 181,015 41,342 1,015,298 - 7,151,331 - - - 239,873 - - - 739,568 - 6,509 - 1,502,637 41,342 1,021,807 - 56,526,555 - - - 5,760,831 - - - 33,075,083 - 3,179,391 - 7,831,193 - - - 6,702,442 - 3,179,391 - 53,369,549 41,342 (2,157,584) - 3,157,006 - 2,157,589 (2,407,589) 229,788 - - 2,407,589 (1,228,964) - 2,157,589 - (999,176) 41,342 5 - 2,157,830 (372,421) (24) - 25,602,040 (331,079)$ (19)$ -$ 27,759,870$ 99 10.A.a Packet Pg. 363 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 100 10.A.a Packet Pg. 364 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 101 OTHER GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS These funds account for revenue sources that are restricted for specific purposes (other than those resources to be expended solely for the construction of major capital facilities). DEBT SERVICE FUNDS These funds account for resources accumulated for the payment of principal and interest (other than that for proprietary fund debt). CAPITAL PROJECTS FUNDS These funds account for resources intended to be used primarily for major capital facilities (other than those financed by revenues of proprietary funds). 10.A.a Packet Pg. 365 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Special Debt Capital Other Revenue Service Projects Governmental Funds Funds Funds Funds Cash and investments 10,439,141$ 1,874,662$ 38,163,645$ 50,477,448$ Cash and investments with fiscal agent - 2,704,691 - 2,704,691 Accounts receivable 225,884 - - 225,884 Due from other governments 530,566 13,007 32,405 575,978 Prepaid items 1,000 - - 1,000 Interest receivable 611,504 - 850,092 1,461,596 Loans receivable 3,073,187 - - 3,073,187 Interfund loans receivable - - 3,132,460 3,132,460 Inventory of materials - - - - Land held for resale 706,754 - - 706,754 TOTAL ASSETS 15,588,036$ 4,592,360$ 42,178,602$ 62,358,998$ LIABILITIES: Accounts payable 641,255$ -$ 38,468$ 679,723$ Accrued liabilities 52,384 - 9,943 62,327 Due to other funds 583,425 - 850,133 1,433,558 Due to joint venture - - 1,499,513 1,499,513 Retentions payable 49,097 - - 49,097 TOTAL LIABILITIES 1,326,161 - 2,398,057 3,724,218 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue 729,094 - - 729,094 FUND BALANCES: Nonspendable 1,000 - - 1,000 Restricted 14,556,081 4,592,360 38,296,778 57,445,219 Assigned - - 1,483,818 1,483,818 Unassigned (1,024,300) - (51) (1,024,351) TOTAL FUND BALANCES 13,532,781 4,592,360 39,780,545 57,905,686 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES 15,588,036$ 4,592,360$ 42,178,602$ 62,358,998$ OTHER GOVERNMENTAL FUNDS June 30, 2019 ASSETS RESOURCES AND FUND BALANCES CITY OF GILROY COMBINING BALANCE SHEET LIABILITIES, DEFERRED INFLOWS OF 102 10.A.a Packet Pg. 366 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Special Debt Capital Other Revenue Service Projects Governmental Funds Funds Funds Funds REVENUES: Taxes 688,878$ 2,297,959$ 5,272,225$ 8,259,062$ Intergovernmental 3,732,469 - - 3,732,469 Charges for services - - 1,059,356 1,059,356 Investment income 258,267 110,201 - 368,468 Miscellaneous 486,975 - 847 487,822 TOTAL REVENUES 5,166,589 2,408,160 6,332,428 13,907,177 EXPENDITURES: Current: Public safety 987,338 - - 987,338 Community development 3,047,306 - 5,270,914 8,318,220 Debt service: Principal - 2,654,708 - 2,654,708 Interest and other charges - 3,316,064 - 3,316,064 Bond issuance costs - 112,903 - 112,903 TOTAL EXPENDITURES 4,034,644 6,083,675 5,270,914 15,389,233 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 1,131,945 (3,675,515) 1,061,514 (1,482,056) OTHER FINANCING SOURCES (USES): Transfers in 249,651 3,631,637 84,236 3,965,524 Transfers out (421,537) - (694,146) (1,115,683) Payment to refunded bond escrow agent - (8,565,000) - (8,565,000) Refunding debt issuance - 8,633,538 - 8,633,538 TOTAL OTHER FINANCING SOURCES (USES) (171,886) 3,700,175 (609,910) 2,918,379 NET CHANGE IN FUND BALANCES 960,059 24,660 451,604 1,436,323 FUND BALANCES AT BEGINNING OF YEAR 12,572,722 4,567,700 39,328,941 56,469,363 FUND BALANCES AT END OF YEAR 13,532,781$ 4,592,360$ 39,780,545$ 57,905,686$ CITY OF GILROY COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OTHER GOVERNMENTAL FUNDS For the year ended June 30, 2019 103 10.A.a Packet Pg. 367 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 104 10.A.a Packet Pg. 368 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 105 SPECIAL REVENUE FUNDS These funds account for revenue sources that are restricted for specific purposes (other than those resources to be expended solely for the construction of major capital facilities). Gas Tax - This fund is used to account for the City’s share of state gasoline tax required to be used for construction and maintenance of the City’s road network system. Pavement Management - This fund is used to account for County Measure A and other transportation grants used to repair and rebuild various roads. Public Safety Grants - This fund is used to account for state and federal grants used for public safety activities. Prop 172 Sales Tax - This fund is used to account for funds received from state sales tax used for public safety activities. Community Development Block Grant - This fund is used to account for Housing and Urban Development grants used to operate the Community Development Grant Program. Rehabilitation Loans - This fund is used to account for loan proceeds used from the state for housing projects. Housing Trust Fund - This fund is used to account for local funds used to address affordable housing and homelessness, for both capital projects and services provided to homebuyers regarding down payment assistance and administrative oversight. Community Facilities District - This fund is used to account for funds from special landscape assessment districts used to maintain improvements of a public nature that provide benefits to the property owner. Vehicle License Fee - This fund is used to account for vehicle license fees received from Santa Clara County to be used for pavement maintenance, operations, signals, signs and markings. Los Arroyos Fund - This fund is used to account for funds received from South County Housing to support future homebuyers in the Los Arroyos neighborhood. CalHome Funds - This fund is used to account funds received from South County Housing to support future homebuyers. 10.A.a Packet Pg. 369 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Public Community Pavement Safety Prop 172 Development Gas Tax Management Grants Sales Tax Block Grant Cash and investments 5,689,529$ -$ 206,775$ 26,824$ 322,581$ Accounts receivable - - 225,884 - - Due from other governments 95,614 - 254,969 67,334 110,921 Prepaid items - - 1,000 - - Interest receivable - - - - 334,084 Loans receivable - - - - 1,887,075 Land held for resale - - - - - TOTAL ASSETS 5,785,143$ -$ 688,628$ 94,158$ 2,654,661$ LIABILITIES, DEFERRED INFLOWS INFLOWS OF RESOURCES AND FUND BALANCES LIABILITIES: Accounts payable 40,609$ 391,778$ 104,849$ 1,675$ 23,644$ Accrued liabilities 10 - 44,968 - 5,180 Due to other funds - 583,425 - - - Retentions payable - 49,097 - - - TOTAL LIABILITIES 40,619 1,024,300 149,817 1,675 28,824 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - - 29,894 21,202 400,578 FUND BALANCES (DEFICIT): Nonspendable - - 1,000 - Restricted 5,744,524 - 507,917 71,281 2,225,259 Unassigned - (1,024,300) - - - TOTAL FUND BALANCES (DEFICIT)5,744,524 (1,024,300) 508,917 71,281 2,225,259 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES 5,785,143$ -$ 688,628$ 94,158$ 2,654,661$ CITY OF GILROY COMBINING BALANCE SHEET OTHER GOVERNMENTAL SPECIAL REVENUE FUNDS June 30, 2019 ASSETS 106 10.A.a Packet Pg. 370 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Housing Community Vehicle Special Rehabilitation Trust Facilities License Los Arroyos CalHome Revenue Loans Fund District Fee Fund Funds Funds 226$ 989,826$ 1,054,209$ 1,632,847$ 355,990$ 160,334$ 10,439,141$ - - - - - - 225,884 - - 1,728 - - - 530,566 - - - - - - 1,000 - 277,420 - - - - 611,504 - 1,186,112 - - - - 3,073,187 - 706,754 - - - - 706,754 226$ 3,160,112$ 1,055,937$ 1,632,847$ 355,990$ 160,334$ 15,588,036$ -$ 75,229$ 3,321$ 150$ -$ -$ 641,255$ - 2,226 - - - - 52,384 - - - - - - 583,425 - - - - - - 49,097 - 77,455 3,321 150 - - 1,326,161 - 277,420 - - - - 729,094 - - - - - - 1,000 226 2,805,237 1,052,616 1,632,697 355,990 160,334 14,556,081 - - - - - - (1,024,300) 226 2,805,237 1,052,616 1,632,697 355,990 160,334 13,532,781 226$ 3,160,112$ 1,055,937$ 1,632,847$ 355,990$ 160,334$ 15,588,036$ 107 10.A.a Packet Pg. 371 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Public Community Pavement Safety Prop 172 Development Gas Tax Management Grants Sales Tax Block Grant REVENUES: Taxes -$ -$ -$ 245,623$ -$ Intergovernmental 2,078,213 192,889 830,306 - 233,916 Investment income 117,287 - 10,678 368 23,638 Miscellaneous - - (7,500) - 11,913 TOTAL REVENUES 2,195,500 192,889 833,484 245,991 269,467 EXPENDITURES: Current: Public safety - - 757,900 229,438 - Community development 783,783 963,798 - - 363,386 TOTAL EXPENDITURES 783,783 963,798 757,900 229,438 363,386 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 1,411,717 (770,909) 75,584 16,553 (93,919) OTHER FINANCING SOURCES (USES): Transfers in - - 142,865 - 95,297 Transfers out (107,362) - (148,747) (16,553) (148,875) TOTAL OTHER FINANCING SOURCES (USES) (107,362) - (5,882) (16,553) (53,578) NET CHANGE IN FUND BALANCES 1,304,355 (770,909) 69,702 - (147,497) FUND BALANCES (DEFICIT) AT BEGINNING OF YEAR 4,440,169 (253,391) 439,215 71,281 2,372,756 FUND BALANCES (DEFICIT) AT END OF YEAR 5,744,524$ (1,024,300)$ 508,917$ 71,281$ 2,225,259$ CITY OF GILROY COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OTHER GOVERNMENTAL SPECIAL REVENUE FUNDS For the year ended June 30, 2019 108 10.A.a Packet Pg. 372 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Housing Community Vehicle Special Rehabilitation Trust Facilities License Los Arroyos CalHome Revenue Loans Fund District Fee Fund Funds Funds -$ -$ 443,255$ -$ -$ -$ 688,878$ - - - 342,538 6,434 48,173 3,732,469 5 28,513 19,549 36,325 9,475 12,429 258,267 - 434,003 - - - 48,559 486,975 5 462,516 462,804 378,863 15,909 109,161 5,166,589 - - - - - - 987,338 - 609,002 162,572 120,196 7,871 36,698 3,047,306 - 609,002 162,572 120,196 7,871 36,698 4,034,644 5 (146,486) 300,232 258,667 8,038 72,463 1,131,945 - 11,489 - - - - 249,651 - - - - - - (421,537) - 11,489 - - - - (171,886) 5 (134,997) 300,232 258,667 8,038 72,463 960,059 221 2,940,234 752,384 1,374,030 347,952 87,871 12,572,722 226$ 2,805,237$ 1,052,616$ 1,632,697$ 355,990$ 160,334$ 13,532,781$ 109 10.A.a Packet Pg. 373 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental 1,168,052$ 1,208,996$ 2,078,213$ 869,217$ Investment income 17,237 17,237 117,287 100,050 Miscellaneous - - - - TOTAL REVENUES 1,185,289 1,226,233 2,195,500 969,267 EXPENDITURES: Current: Community development 1,437,042 5,154,850 783,783 4,371,067 TOTAL EXPENDITURES 1,437,042 5,154,850 783,783 4,371,067 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (251,753) (3,928,617) 1,411,717 5,340,334 OTHER FINANCING USES: Transfers out (107,362) (107,362) (107,362) - TOTAL OTHER FINANCING USES (107,362) (107,362) (107,362) - NET CHANGE IN FUND BALANCE (359,115) (4,035,979) 1,304,355 5,340,334 FUND BALANCE AT BEGINNING OF YEAR 4,440,169 4,440,169 4,440,169 - FUND BALANCE AT END OF YEAR 4,081,054$ 404,190$ 5,744,524$ 5,340,334$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL GAS TAX SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 110 10.A.a Packet Pg. 374 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental -$ -$ 192,889$ 192,889$ TOTAL REVENUES - - 192,889 192,889 EXPENDITURES: Current: Community development - 963,799 963,798 1 TOTAL EXPENDITURES - 963,799 963,798 1 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES - (963,799) (770,909) 192,890 FUND BALANCE (DEFICIT) AT BEGINNING OF YEAR (253,391) (253,391) (253,391) - FUND BALANCE (DEFICIT) AT END OF YEAR (253,391)$ (1,217,190)$ (1,024,300)$ 192,890$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL PAVEMENT MANAGEMENT SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 111 10.A.a Packet Pg. 375 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental 251,800$ 301,800$ 830,306$ 528,506$ Investment income 2,560 2,560 10,678 8,118 Miscellaneous - - (7,500) (7,500) TOTAL REVENUES 254,360 304,360 833,484 529,124 EXPENDITURES: Current: Public safety 327,009 959,430 757,900 201,530 TOTAL EXPENDITURES 327,009 959,430 757,900 201,530 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (72,649) (655,070) 75,584 730,654 OTHER FINANCING SOURCES (USES): Transfers in 110,000 110,000 142,865 32,865 Transfers out (100,000) (148,747) (148,747) - TOTAL OTHER FINANCING SOURCES (USES) 10,000 (38,747) (5,882) 32,865 NET CHANGE IN FUND BALANCE (62,649) (693,817) 69,702 763,519 FUND BALANCE AT BEGINNING OF YEAR 439,215 439,215 439,215 - FUND BALANCE AT END OF YEAR 376,566$ (254,602)$ 508,917$ 763,519$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL PUBLIC SAFETY GRANTS SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 112 10.A.a Packet Pg. 376 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Taxes 234,111$ 234,111$ 245,623$ 11,512$ Investment income 100 100 368 268 TOTAL REVENUES 234,211 234,211 245,991 11,780 EXPENDITURES: Current: Public safety 258,129 258,129 229,438 28,691 TOTAL EXPENDITURES 258,129 258,129 229,438 28,691 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (23,918) (23,918) 16,553 40,471 OTHER FINANCING SOURCES (USES): Transfers out - - (16,553) (16,553) TOTAL OTHER FINANCING SOURCES (USES) - - (16,553) (16,553) NET CHANGE IN FUND BALANCE (23,918) (23,918) - 23,918 FUND BALANCE AT BEGINNING OF YEAR 71,281 71,281 71,281 - FUND BALANCE AT END OF YEAR 47,363$ 47,363$ 71,281$ 23,918$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL PROP 172 SALES TAX SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 113 10.A.a Packet Pg. 377 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental 402,612$ 402,612$ 233,916$ (168,696)$ Investment income 3,650 3,650 23,638 19,988 Miscellaneous 43,000 43,000 11,913 (31,087) TOTAL REVENUES 449,262 449,262 269,467 (179,795) EXPENDITURES: Current: Community development 338,219 399,804 363,386 36,418 TOTAL EXPENDITURES 338,219 399,804 363,386 36,418 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 111,043 49,458 (93,919) (143,377) OTHER FINANCING USES: Transfers in - - 95,297 95,297 Transfers out (48,500) (155,288) (148,875) 6,413 TOTAL OTHER FINANCING USES (48,500) (155,288) (53,578) 101,710 NET CHANGE IN FUND BALANCE 62,543 (105,830) (147,497) (41,667) FUND BALANCE AT BEGINNING OF YEAR 2,372,756 2,372,756 2,372,756 - FUND BALANCE AT END OF YEAR 2,435,299$ 2,266,926$ 2,225,259$ (41,667)$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL COMMUNITY DEVELOPMENT BLOCK GRANT SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 114 10.A.a Packet Pg. 378 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income -$ -$ 5$ 5$ TOTAL REVENUES - - 5 5 FUND BALANCE AT BEGINNING OF YEAR 221 221 221 - FUND BALANCE AT END OF YEAR 221$ 221$ 226$ 5$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL REHABILITATION LOANS SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 115 10.A.a Packet Pg. 379 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 31,000$ 31,000$ 28,513$ (2,487)$ Miscellaneous 429,500 429,500 434,003 4,503 TOTAL REVENUES 460,500 460,500 462,516 2,016 EXPENDITURES: Current: Community development 420,619 575,184 609,002 (33,818) TOTAL EXPENDITURES 420,619 575,184 609,002 (33,818) EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 39,881 (114,684) (146,486) (31,802) OTHER FINANCING SOURCES: Transfers in - - 11,489 11,489 TOTAL OTHER FINANCING SOURCES - - 11,489 11,489 NET CHANGE IN FUND BALANCE 39,881 (114,684) (134,997) (20,313) FUND BALANCE AT BEGINNING OF YEAR 2,940,234 2,940,234 2,940,234 - FUND BALANCE AT END OF YEAR 2,980,115$ 2,825,550$ 2,805,237$ (20,313)$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL HOUSING TRUST FUND SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 116 10.A.a Packet Pg. 380 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Taxes 267,000$ 299,583$ 443,255$ 143,672$ Investment income 800 800 19,549 18,749 TOTAL REVENUES 267,800 300,383 462,804 162,421 EXPENDITURES: Current: Community development 322,382 322,382 162,572 159,810 TOTAL EXPENDITURES 322,382 322,382 162,572 159,810 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (54,582) (21,999) 300,232 322,231 FUND BALANCE AT BEGINNING OF YEAR 752,384 752,384 752,384 - FUND BALANCE AT END OF YEAR 697,802$ 730,385$ 1,052,616$ 322,231$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL COMMUNITY FACILITIES DISTRICT SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 117 10.A.a Packet Pg. 381 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental 320,000$ 320,000$ 342,538$ 22,538$ Investment income 5,000 5,000 36,325 31,325 TOTAL REVENUES 325,000 325,000 378,863 53,863 EXPENDITURES: Current: Community development 325,000 1,496,934 120,196 1,376,738 TOTAL EXPENDITURES 325,000 1,496,934 120,196 1,376,738 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES - (1,171,934) 258,667 1,430,601 FUND BALANCE AT BEGINNING OF YEAR 1,374,030 1,374,030 1,374,030 - FUND BALANCE AT END OF YEAR 1,374,030$ 202,096$ 1,632,697$ 1,430,601$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL VEHICLE LICENSE FEE SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 118 10.A.a Packet Pg. 382 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental -$ -$ 6,434$ 6,434$ Investment income - - 9,475 9,475 TOTAL REVENUES - - 15,909 15,909 EXPENDITURES: Current: Community development - 7,871 7,871 - TOTAL EXPENDITURES - 7,871 7,871 - EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES - (7,871) 8,038 15,909 NET CHANGE IN FUND BALANCE - (7,871) 8,038 15,909 FUND BALANCE AT BEGINNING OF YEAR 347,952 347,952 347,952 - FUND BALANCE AT END OF YEAR 347,952$ 340,081$ 355,990$ 15,909$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL LOS ARROYOS FUND SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 119 10.A.a Packet Pg. 383 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental -$ -$ 48,173$ 48,173$ Investment income - - 12,429 12,429 Miscellaneous - - 48,559 48,559 TOTAL REVENUES - - 109,161 109,161 EXPENDITURES: Current: Public safety - - - - Community development - 36,699 36,698 1 TOTAL EXPENDITURES - 36,699 36,698 1 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES - (36,699) 72,463 109,162 NET CHANGE IN FUND BALANCE - (36,699) 72,463 109,162 FUND BALANCE AT BEGINNING OF YEAR 87,871 87,871 87,871 - FUND BALANCE AT END OF YEAR 87,871$ 51,172$ 160,334$ 109,162$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL CalHOME FUNDS SPECIAL REVENUE FUND For the year ended June 30, 2019 Budgeted Amounts 120 10.A.a Packet Pg. 384 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 121 DEBT SERVICE FUNDS These funds account for resources accumulated for the payment of principal and interest (other than that for proprietary fund debt). Gilroy Community Library - This fund is used to account for payments of the indebtedness of the 2009 and 2010 General Obligation Bonds for the new Gilroy Community Library. Refunding Lease 2010 - This fund is used to account for the payments of debt service of principal and interest for the PFFA Refunding Lease 2010 Bonds. 2013 Refunding Bond - This fund is used to account for the payments of debt service of principal and interest for the 2013 Lease Revenue Refunding Bonds. CA Energy Commission Loan - This fund is used to account for the payments of debt service of principal and interest for the loan agreement between the CA Energy Commission (CEC) and the City for the Wide LED streetlight replacement project. 10.A.a Packet Pg. 385 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Gilroy Refunding 2013 CA Energy Total Community Lease Refunding Commission Debt Service Library 2010 Bond Loan Funds Cash and investments 1,710,736$ 88,058$ 56,620$ 19,248$ 1,874,662$ Cash and investments with fiscal agent 1,667 1,775,595 927,429 - 2,704,691 Due from other governments 13,007 - - - 13,007 TOTAL ASSETS 1,725,410$ 1,863,653$ 984,049$ 19,248$ 4,592,360$ FUND BALANCES: Restricted 1,725,410$ 1,863,653$ 984,049$ 19,248$ 4,592,360$ TOTAL FUND BALANCES 1,725,410$ 1,863,653$ 984,049$ 19,248$ 4,592,360$ ASSETS FUND BALANCES CITY OF GILROY OTHER GOVERNMENTAL DEBT SERVICE FUNDS June 30, 2019 COMBINING BALANCE SHEET 122 10.A.a Packet Pg. 386 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Gilroy Refunding 2013 CA Energy Total Community Lease Refunding Commission Debt Service Library 2010 Bond Loan Funds REVENUES: Taxes 2,297,959$ -$ -$ -$ 2,297,959$ Investment income 25,010 63,412 21,052 727 110,201 TOTAL REVENUES 2,322,969 63,412 21,052 727 2,408,160 EXPENDITURES: Debt service: Principal 830,000 860,000 875,000 89,708 2,654,708 Interest and other charges 1,446,081 887,458 972,371 10,154 3,316,064 Bond issuance costs 112,903 - - - 112,903 TOTAL EXPENDITURES 2,388,984 1,747,458 1,847,371 99,862 6,083,675 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (66,015) (1,684,046) (1,826,319) (99,135) (3,675,515) OTHER FINANCING SOURCES: Transfers in - 1,685,806 1,845,969 99,862 3,631,637 Payment to refunded bond escrow (8,565,000) - - - (8,565,000) Refunding debt issuance 8,633,538 - - - 8,633,538 TOTAL OTHER FINANCING SOURCES 68,538 1,685,806 1,845,969 99,862 3,700,175 NET CHANGE IN FUND BALANCES 2,523 1,760 19,650 727 24,660 FUND BALANCES AT BEGINNING OF YEAR 1,722,887 1,861,893 964,399 18,521 4,567,700 FUND BALANCES AT END OF YEAR 1,725,410$ 1,863,653$ 984,049$ 19,248$ 4,592,360$ CITY OF GILROY COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OTHER GOVERNMENTAL DEBT SERVICE FUNDS For the year ended June 30, 2019 123 10.A.a Packet Pg. 387 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Taxes 2,108,709$ 2,108,709$ 2,297,959$ 189,250$ Investment income 5,511 5,511 25,010 19,499 TOTAL REVENUES 2,114,220 2,114,220 2,322,969 208,749 EXPENDITURES: Debt service: Principal 830,000 830,000 830,000 - Interest and other charges 1,278,709 1,446,081 1,446,081 - Debt issuance costs - 112,903 112,903 - TOTAL EXPENDITURES 2,108,709 2,388,984 2,388,984 - EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 5,511 (274,764) (66,015) 208,749 OTHER FINANCING SOURCES (USES): Payment to refunded bond escrow agent - (8,565,000) (8,565,000) - Refunding debt issuance - - 8,633,538 8,633,538 TOTAL OTHER FINANCING SOURCES (USES) - (8,565,000) 68,538 8,633,538 NET CHANGE IN FUND BALANCE 5,511 (8,839,764) 2,523 8,842,287 FUND BALANCE AT BEGINNING OF YEAR 1,722,887 1,722,887 1,722,887 - FUND BALANCE AT END OF YEAR 1,728,398$ (7,116,877)$ 1,725,410$ 8,842,287$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL GILROY COMMUNITY LIBRARY DEBT SERVICE FUND For the year ended June 30, 2019 Budgeted Amounts 124 10.A.a Packet Pg. 388 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 466$ 466$ 63,412$ 62,946$ TOTAL REVENUES 466 466 63,412 62,946 EXPENDITURES: Debt service: Principal 860,000 860,000 860,000 - Interest and other charges 887,806 887,806 887,458 348 TOTAL EXPENDITURES 1,747,806 1,747,806 1,747,458 348 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (1,747,340) (1,747,340) (1,684,046) 63,294 OTHER FINANCING SOURCES: Transfers in 1,685,806 1,685,806 1,685,806 - TOTAL OTHER FINANCING SOURCES 1,685,806 1,685,806 1,685,806 - NET CHANGE IN FUND BALANCE (61,534) (61,534) 1,760 63,294 FUND BALANCE AT BEGINNING OF YEAR 1,861,893 1,861,893 1,861,893 - FUND BALANCE AT END OF YEAR 1,800,359$ 1,800,359$ 1,863,653$ 63,294$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL REFUNDING LEASE 2010 DEBT SERVICE FUND For the year ended June 30, 2019 Budgeted Amounts 125 10.A.a Packet Pg. 389 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 2,333$ 2,333$ 21,052$ 18,719$ TOTAL REVENUES 2,333 2,333 21,052 18,719 EXPENDITURES: Debt service: Principal 875,000 875,000 875,000 - Interest and other charges 972,969 972,969 972,371 598 TOTAL EXPENDITURES 1,847,969 1,847,969 1,847,371 598 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (1,845,636) (1,845,636) (1,826,319) 19,317 OTHER FINANCING SOURCES: Transfers in 1,845,969 1,845,969 1,845,969 - TOTAL OTHER FINANCING SOURCES 1,845,969 1,845,969 1,845,969 - NET CHANGE IN FUND BALANCE 333 333 19,650 19,317 FUND BALANCE AT BEGINNING OF YEAR 964,399 964,399 964,399 - FUND BALANCE AT END OF YEAR 964,732$ 964,732$ 984,049$ 19,317$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL 2013 REFUNDING BOND DEBT SERVICE FUND For the year ended June 30, 2019 Budgeted Amounts 126 10.A.a Packet Pg. 390 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 150$ 150$ 727$ 577$ TOTAL REVENUES 150 150 727 577 EXPENDITURES: Debt service: Principal 89,708 89,708 89,708 - Interest and other charges 10,155 20,155 10,154 10,001 TOTAL EXPENDITURES 99,863 109,863 99,862 10,001 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (99,713) (109,713) (99,135) 10,578 OTHER FINANCING SOURCES: Transfers in 99,862 99,862 99,862 - TOTAL OTHER FINANCING SOURCES 99,862 99,862 99,862 - NET CHANGE IN FUND BALANCE 149 (9,851) 727 10,578 FUND BALANCE AT BEGINNING OF YEAR 18,521 18,521 18,521 - FUND BALANCE AT END OF YEAR 18,670$ 8,670$ 19,248$ 10,578$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL CA ENERGY COMMISSION LOAN DEBT SERVICE FUND For the year ended June 30, 2019 Budgeted Amounts 127 10.A.a Packet Pg. 391 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 128 CAPITAL PROJECTS FUNDS These funds account for resources intended to be used primarily for major capital facilities (other than those financed by revenues of proprietary funds). OTHER GOVERNMENTAL FUNDS Capital Projects - This fund is used to account for major capital projects other than those financed by revenues of proprietary funds, including projects that are partially funded from other sources such as grants or fuel tax. BANS 2009 Financing - This fund is used to account for the 2009 short-term refinancing of the City’s public facilities debt. The City included its cost for the Christopher High School joint use public facilities with GUSD in the refinancing. Traffic Impact - This fund is used to finance the construction of streets, bridges, interchanges and traffic signals within the City as described in the City of Gilroy’s Circulation Element. Improvements and expansions of the City’s traffic circulation system are needed to accommodate development of new residential, commercial and industrial uses with the City. The traffic impact fee is used to expand system capacity to accommodate new development. Storm Drains - This fund is used finance the construction of drainage collection and distribution systems within the City as described in the City of Gilroy’s Storm Drain Master Plan. Improvements and expansions of the City’s storm drain system are needed to accommodate development of new residential, commercial and industrial uses within the City. The storm drain development fee is used to expand system capacity to accommodate new development. Utility Undergrounding - This fund is used to allocate resources to underground existing overhead utilities (electricity, telephone and cable) along fully constructed streets. The City collects the fee from developers as development occurs along these streets. Street Trees Development - This fund is used to account for the collection of a front footage fee to plant trees in new developments. Sewer Development - This fund is used to account for the construction of sewer collection and conveyance systems within the City as described in the City of Gilroy’s Sewer Master Plan. Improvements and expansions of the City’s sewer system are needed to accommodate development of new residential, commercial and industrial uses within the City. The sewer development fee is used to expand system capacity to accommodate new development. Water Development - This fund is used to account for the construction of water transmission, distribution and storage systems within Pressure Zone 1 of the City’s water system as described in the City of Gilroy’s Water Master Plan. Improvements and expansions of the City’s water system are needed to accommodate development of new residential, commercial and industrial uses within the City. The water development fee is used to expand capacity to accommodate new development. 10.A.a Packet Pg. 392 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 129 CAPITAL PROJECTS FUNDS (CONTINUED) Bank Interest - This fund is used to account for the interest earned on the citywide treasurer’s investment pool. Quarterly, the earnings are allocated to the appropriate funds. At the end of the fiscal year, the earnings of those funds not subject to interest are transferred to the Capital Projects Fund. Gilroy Community Library - This fund is used to account for the acquisition, construction and improvement of facilities to be used as a public library within the City. Funding was provided by issuance of general obligation bonds. Interest earned on specific LAIF account will be recorded directly to the Library fund. MAJOR FUND Public Facilities Impact - This fund is used to account for the tracking of expenditures related to the construction of facilities for public use. 10.A.a Packet Pg. 393 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) BANS Capital 2009 Traffic Storm Projects Financing Impact Drains Cash and investments 1,483,818$ 34,111$ 12,885,097$ 939,271$ Due from other governments - - - - Interest receivable - - - - Interfund loan receivable - - - 1,071,527 TOTAL ASSETS 1,483,818$ 34,111$ 12,885,097$ 2,010,798$ LIABILITIES: Accounts payable -$ -$ 23,690$ -$ Accrued liabilities - - 9,020 923 Due to other funds - - - - Due to joint venture - - - - TOTAL LIABILITIES - - 32,710 923 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - - - - FUND BALANCES (DEFICIT): Restricted - 34,111 12,852,387 2,009,875 Assigned 1,483,818 - - - Unassigned - - - - TOTAL FUND BALANCES (DEFICIT) 1,483,818 34,111 12,852,387 2,009,875 TOTAL LIABILITIES, DEFERRED INFLOWS TOTAL LIABILITIES AND FUND BALANCES 1,483,818$ 34,111$ 12,885,097$ 2,010,798$ ASSETS LIABILITIES AND FUND BALANCES CITY OF GILROY OTHER GOVERNMENTAL CAPITAL PROJECTS FUNDS June 30, 2019 COMBINING BALANCE SHEET LIABILITIES, DEFERRED INFLOWS OF 130 10.A.a Packet Pg. 394 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Street Gilroy Capital Utility Trees Sewer Water Bank Community Projects Undergrounding Development Development Development Interest Library Funds 7,933$ 132,944$ 12,979,909$ 4,609,177$ -$ 5,091,385$ 38,163,645$ - - - - - 32,405 32,405 - - - - 850,092 - 850,092 - - 2,060,933 - - - 3,132,460 7,933$ 132,944$ 15,040,842$ 4,609,177$ 850,092$ 5,123,790$ 42,178,602$ -$ -$ 7,384$ 7,384$ 10$ -$ 38,468$ - - - - - - 9,943 - - - - 850,133 - 850,133 - - 1,499,513 - - - 1,499,513 - - 1,506,897 7,384 850,143 - 2,398,057 - - - - - - - 7,933 132,944 13,533,945 4,601,793 - 5,123,790 38,296,778 - - - - - - 1,483,818 - - - - (51) - (51) 7,933 132,944 13,533,945 4,601,793 (51) 5,123,790 39,780,545 7,933$ 132,944$ 15,040,842$ 4,609,177$ 850,092$ 5,123,790$ 42,178,602$ 131 10.A.a Packet Pg. 395 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) BANS Capital 2009 Traffic Storm Projects Financing Impact Drains REVENUES: Intergovernmental -$ -$ -$ -$ Charges for services - - 2,512,216 8,128 Investment income 83,988 540 290,248 38,769 Miscellaneous 518 - - - TOTAL REVENUES 84,506 540 2,802,464 46,897 EXPENDITURES: Current: Community services - - - - Community development 49,642 - 2,205,055 38,171 TOTAL EXPENDITURES 49,642 - 2,205,055 38,171 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 34,864 540 597,409 8,726 OTHER FINANCING SOURCES (USES): Transfers in - - 48,769 1,196 Transfers out - - - - TOTAL OTHER FINANCING SOURCES (USES) - - 48,769 1,196 NET CHANGE IN FUND BALANCES 34,864 540 646,178 9,922 FUND BALANCES (DEFICIT) AT BEGINNING OF YEAR 1,448,954 33,571 12,206,209 1,999,953 FUND BALANCES (DEFICIT) AT END OF YEAR 1,483,818$ 34,111$ 12,852,387$ 2,009,875$ CITY OF GILROY COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OTHER GOVERNMENTAL CAPITAL PROJECTS FUNDS For the year ended June 30, 2019 132 10.A.a Packet Pg. 396 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Street Gilroy Capital Utility Trees Sewer Water Bank Community Projects Undergrounding Development Development Development Interest Library Funds -$ -$ -$ -$ -$ -$ -$ - 396 2,234,082 517,403 - - 5,272,225 181 3,025 340,661 102,758 77,828 121,358 1,059,356 - - - - - 329 847 181 3,421 2,574,743 620,161 77,828 121,687 6,332,428 - - - - - - - - - 2,721,985 178,233 77,828 - 5,270,914 - - 2,721,985 178,233 77,828 - 5,270,914 181 3,421 (147,242) 441,928 - 121,687 1,061,514 - 27 28,351 5,893 - - 84,236 - - (694,146) - - - (694,146) - 27 (665,795) 5,893 - - (609,910) 181 3,448 (813,037) 447,821 - 121,687 451,604 7,752 129,496 14,346,982 4,153,972 (51) 5,002,103 39,328,941 7,933$ 132,944$ 13,533,945$ 4,601,793$ (51)$ 5,123,790$ 39,780,545$ 133 10.A.a Packet Pg. 397 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 30,925$ 30,925$ 83,988$ 53,063$ Miscellaneous - - 518 518 TOTAL REVENUES 30,925 30,925 84,506 53,581 EXPENDITURES: Current: Community development 23,082 1,241,556 49,642 1,191,914 TOTAL EXPENDITURES 23,082 1,241,556 49,642 1,191,914 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 7,843 (1,210,631) 34,864 1,245,495 FUND BALANCE AT BEGINNING OF YEAR 1,588,907 1,588,907 1,448,954 (139,953) FUND BALANCE AT END OF YEAR 1,596,750$ 378,276$ 1,483,818$ 1,105,542$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 134 10.A.a Packet Pg. 398 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 1,043$ 1,043$ 540$ (503)$ TOTAL REVENUES 1,043 1,043 540 (503) EXPENDITURES: Current: Community development 61,988 61,988 - 61,988 TOTAL EXPENDITURES 61,988 61,988 - 61,988 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (60,945) (60,945) 540 61,485 FUND BALANCE AT BEGINNING OF YEAR 33,571 33,571 33,571 - FUND BALANCE AT END OF YEAR (27,374)$ (27,374)$ 34,111$ 61,485$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL BANS 2009 FINANCING CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 135 10.A.a Packet Pg. 399 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Intergovernmental -$ -$ -$ -$ Charges for services 4,283,603 4,283,603 2,512,216 (1,771,387) Investment income 60,000 60,000 290,248 230,248 TOTAL REVENUES 4,343,603 4,343,603 2,802,464 (1,541,139) EXPENDITURES: Current: Community development 6,582,458 11,948,697 2,205,055 9,743,642 TOTAL EXPENDITURES 6,582,458 11,948,697 2,205,055 9,743,642 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (2,238,855) (7,605,094) 597,409 8,202,503 OTHER FINANCING SOURCES: Transfers in 48,769 48,769 48,769 - TOTAL OTHER FINANCING SOURCES 48,769 48,769 48,769 - NET CHANGE IN FUND BALANCE (2,190,086) (7,556,325) 646,178 8,202,503 FUND BALANCE AT BEGINNING OF YEAR 12,206,209 12,206,209 12,206,209 - FUND BALANCE AT END OF YEAR 10,016,123$ 4,649,884$ 12,852,387$ 8,202,503$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL TRAFFIC IMPACT CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 136 10.A.a Packet Pg. 400 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Charges for services 64,924$ 64,924$ 8,128$ (56,796)$ Investment income 12,617 12,617 38,769 26,152 TOTAL REVENUES 77,541 77,541 46,897 (30,644) EXPENDITURES: Current: Community development 155,261 155,261 38,171 117,090 TOTAL EXPENDITURES 155,261 155,261 38,171 117,090 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (77,720) (77,720) 8,726 86,446 OTHER FINANCING SOURCES: Transfers in 57,394 57,394 1,196 (56,198) TOTAL OTHER FINANCING SOURCES 57,394 57,394 1,196 (56,198) NET CHANGE IN FUND BALANCE (20,326) (20,326) 9,922 30,248 FUND BALANCE AT BEGINNING OF YEAR 1,999,953 1,999,953 1,999,953 - FUND BALANCE AT END OF YEAR 1,979,627$ 1,979,627$ 2,009,875$ 30,248$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL STORM DRAINS CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 137 10.A.a Packet Pg. 401 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income -$ -$ 181$ 181$ TOTAL REVENUES - - 181 181 FUND BALANCE AT BEGINNING OF YEAR 7,752 7,752 7,752 - FUND BALANCE AT END OF YEAR 7,752$ 7,752$ 7,933$ 181$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL UTILITY UNDERGROUNDING CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 138 10.A.a Packet Pg. 402 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Charges for services 1,000$ 1,000$ 396$ (604)$ Investment income 800 800 3,025 2,225 TOTAL REVENUES 1,800 1,800 3,421 1,621 EXPENDITURES: Current: Community services 5,270 5,270 - 5,270 TOTAL EXPENDITURES 5,270 5,270 - 5,270 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES (3,470) (3,470) 3,421 6,891 OTHER FINANCING SOURCES: Transfers in 44 44 27 (17) TOTAL OTHER FINANCING SOURCES 44 44 27 (17) NET CHANGE IN FUND BALANCE (3,426) (3,426) 3,448 6,874 FUND BALANCE AT BEGINNING OF YEAR 129,496 129,496 129,496 - FUND BALANCE AT END OF YEAR 126,070$ 126,070$ 132,944$ 6,874$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL STREET TREES DEVELOPMENT CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 139 10.A.a Packet Pg. 403 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Charges for services 2,943,973$ 2,943,973$ 2,234,082$ (709,891)$ Investment income 45,853 45,853 340,661 294,808 TOTAL REVENUES 2,989,826 2,989,826 2,574,743 (415,083) EXPENDITURES: Current: Community development 1,267,403 2,774,123 2,721,985 52,138 TOTAL EXPENDITURES 1,267,403 2,774,123 2,721,985 52,138 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 1,722,423 215,703 (147,242) (362,945) OTHER FINANCING SOURCES (USES): Transfers in 322,685 322,685 28,351 (294,334) Transfers out (694,146) (694,146) (694,146) - TOTAL OTHER FINANCING SOURCES (USES) (371,461) (371,461) (665,795) (294,334) NET CHANGE IN FUND BALANCE 1,350,962 (155,758) (813,037) (657,279) FUND BALANCE AT BEGINNING OF YEAR 14,346,982 14,346,982 14,346,982 - FUND BALANCE AT END OF YEAR 15,697,944$ 14,191,224$ 13,533,945$ (657,279)$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL SEWER DEVELOPMENT CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 140 10.A.a Packet Pg. 404 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Charges for services 795,646$ 795,646$ 517,403$ (278,243)$ Investment income 20,000 20,000 102,758 82,758 TOTAL REVENUES 815,646 815,646 620,161 (195,485) EXPENDITURES: Current: Community development 188,037 196,574 178,233 18,341 TOTAL EXPENDITURES 188,037 196,574 178,233 18,341 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 627,609 619,072 441,928 (177,144) OTHER FINANCING SOURCES: Transfers in 5,893 5,893 5,893 - TOTAL OTHER FINANCING SOURCES 5,893 5,893 5,893 - NET CHANGE IN FUND BALANCE 633,502 624,965 447,821 (177,144) FUND BALANCE AT BEGINNING OF YEAR 4,153,972 4,153,972 4,153,972 - FUND BALANCE AT END OF YEAR 4,787,474$ 4,778,937$ 4,601,793$ (177,144)$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL WATER DEVELOPMENT CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 141 10.A.a Packet Pg. 405 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 96,900$ 96,900$ 77,828$ (19,072)$ TOTAL REVENUES 96,900 96,900 77,828 (19,072) EXPENDITURES: Current: Community development 96,900 96,900 77,828 19,072 TOTAL EXPENDITURES 96,900 96,900 77,828 19,072 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES - - - - FUND BALANCE (DEFICIT) AT BEGINNING OF YEAR (51) (51) (51) - FUND BALANCE (DEFICIT) AT END OF YEAR (51)$ (51)$ (51)$ -$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL BANK INTEREST CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 142 10.A.a Packet Pg. 406 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Investment income 25,000$ 25,000$ 121,358$ 96,358$ - - 329 329 TOTAL REVENUES 25,000 25,000 121,687 96,687 EXPENDITURES: Current: Community development - - - - TOTAL EXPENDITURES - - - - EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 25,000 25,000 121,687 96,687 FUND BALANCE AT BEGINNING OF YEAR 5,002,103 5,002,103 5,002,103 - FUND BALANCE AT END OF YEAR 5,027,103$ 5,027,103$ 5,123,790$ 96,687$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL GILROY COMMUNITY LIBRARY CAPITAL PROJECTS FUND For the year ended June 30, 2019 Budgeted Amounts 143 10.A.a Packet Pg. 407 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Variance with Final Budget Positive Original Final Actual (Negative) REVENUES: Charges for services 7,157,504$ 7,157,504$ 3,291,141$ (3,866,363)$ Investment income 17,326 17,326 139,507 122,181 TOTAL REVENUES 7,174,830 7,174,830 3,430,648 (3,744,182) EXPENDITURES: Current: Community development 674,973 3,966,934 400,821 3,566,113 Debt service: Interest and other charges 58,715 58,715 132,492 (73,777) TOTAL EXPENDITURES 733,688 4,025,649 533,313 3,492,336 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 6,441,142 3,149,181 2,897,335 (251,846) OTHER FINANCING SOURCES (USES): Transfers in 40,763 40,763 40,763 - Transfers out (4,205,967) (4,205,967) (3,531,775) 674,192 TOTAL OTHER FINANCING SOURCES (USES) (4,165,204) (4,165,204) (3,491,012) 674,192 NET CHANGE IN FUND BALANCE 2,275,938 (1,016,023) (593,677) 422,346 FUND BALANCE (DEFICIT) AT BEGINNING OF YEAR (2,588,334) (2,588,334) (2,588,334) - FUND BALANCE (DEFICIT) AT END OF YEAR (312,396)$ (3,604,357)$ (3,182,011)$ 422,346$ CITY OF GILROY SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL PUBLIC FACILITIES IMPACT CAPITAL PROJECTS FUND - MAJOR FUND For the year ended June 30, 2019 Budgeted Amounts 144 10.A.a Packet Pg. 408 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 145 INTERNAL SERVICE FUNDS These funds account for goods or services provided to other departments of the City where the intent of the City is that the costs of these goods or services are to be recovered through interdepartmental charges at the time that the goods are delivered or the services rendered to those departments. Fleet Services - This fund is used to account for the operations required to maintain the City’s vehicles. The costs are recovered through an annual “user fee” which is charged to all departments/funds that have vehicle use. This fund also provides funding for replacement of all the City’s vehicles on an “as needed” basis. Equipment Outlay - This fund is used to allocate resources intended for the purchase of General Fund equipment costing more than $1,000. Workers’ Compensation - This fund is used to account for all expenses relating to workers’ compensation (i.e., injury claims, insurance premiums, etc.). The costs are recovered through an annual “user fee” which is charged to all departments/funds that have employees. General Liability - This fund is used to account for all expenses relating to the City’s general liability insurance. The costs are recovered through an annual “user fee” which is charged to various funds. Facility Services - This fund is used to account for all expenses relating to the operation and maintenance of City facilities. The costs are recovered through an annual “user fee” which is charged to all departments/funds that have facilities. Information Technologies - This fund is used to account for all expenses relating to computer hardware, software, maintenance, capital purchasing and other service charges. The costs are recovered through an annual “user fee” which is charged to all departments/funds that have computer equipment. Fringe Benefits - This fund is used for City paid benefits which are charged. Examples include medical, dental, disability, unemployment, life insurance and retirement including PERS and PARS. These benefit costs are allocated to the funds based on budget for three quarters and then reconciled to actual in the fourth quarter. 10.A.a Packet Pg. 409 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fleet Equipment Services Outlay ASSETS: CURRENT ASSETS: Cash and investments 2,891,095$ 2,727,132$ Accounts receivable - - Inventory of materials 47,555 - Prepaid items - 24,608 TOTAL CURRENT ASSETS 2,938,650 2,751,740 NONCURRENT ASSETS: Interfund loans receivable 3,441,694 1,129,362 CAPITAL ASSETS: Construction in progress - 4,404 Land improvements - 21,500 Furniture, fixtures and equipment 348,638 2,210,627 Fleet 11,130,325 46,630 Information technologies - - TOTAL CAPITAL ASSETS 11,478,963 2,283,161 Less accumulated depreciation (7,205,616) (1,859,829) NET CAPITAL ASSETS 4,273,347 423,332 TOTAL ASSETS 10,653,691 4,304,434 LIABILITIES: CURRENT LIABILITIES: Accounts payable 25,541 59,411 Accrued liabilities 30,778 - Compensated absences, current portion 5,400 - Claims payable, current portion - - TOTAL CURRENT LIABILITIES 61,719 59,411 LONG-TERM LIABILITIES: Compensated absences 48,710 - Claims payable - - TOTAL LONG-TERM LIABILITIES 48,710 - TOTAL LIABILITIES 110,429 59,411 NET POSITION: Net investment in capital assets 4,273,347 423,332 Unrestricted 6,269,915 3,821,691 TOTAL NET POSITION 10,543,262$ 4,245,023$ CITY OF GILROY COMBINING STATEMENT OF NET POSITION June 30, 2019 INTERNAL SERVICE FUNDS 146 10.A.a Packet Pg. 410 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Workers’ General Facility Information Fringe Compensation Liability Services Technologies Benefits Total 3,442,704$ 2,022,195$ 1,654,442$ 5,027,374$ 434,622$ 18,199,564$ - - 23,890 7,200 - 31,090 - - - - - 47,555 150 - 244 - - 25,002 3,442,854 2,022,195 1,678,576 5,034,574 434,622 18,303,211 - - - - - 4,571,056 - - - - - 4,404 - - - - - 21,500 - - - - - 2,559,265 - - - - - 11,176,955 - - - 2,344,093 - 2,344,093 - - - 2,344,093 - 16,106,217 - - - (1,916,720) - (10,982,165) - - - 427,373 - 5,124,052 3,442,854 2,022,195 1,678,576 5,461,947 434,622 27,998,319 - 20,507 90,478 118,331 402,949 717,217 - - 41,040 36,131 37,580 145,529 - - 2,900 1,900 - 10,200 879,000 103,000 - - - 982,000 879,000 123,507 134,418 156,362 440,529 1,854,946 - - 26,108 16,898 - 91,716 2,375,870 506,953 - - - 2,882,823 2,375,870 506,953 26,108 16,898 - 2,974,539 3,254,870 630,460 160,526 173,260 440,529 4,829,485 - - - 427,373 - 5,124,052 187,984 1,391,735 1,518,050 4,861,314 (5,907) 18,044,782 187,984$ 1,391,735$ 1,518,050$ 5,288,687$ (5,907)$ 23,168,834$ 147 10.A.a Packet Pg. 411 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fleet Equipment Services Outlay OPERATING REVENUES: Charges for services 1,579,584$ 125,922$ TOTAL OPERATING REVENUES 1,579,584 125,922 OPERATING EXPENSES: Operations 1,614,359 533,575 Depreciation 422,548 88,178 Administration - - Claims and judgments - - Insurance premiums - - TOTAL OPERATING EXPENSES 2,036,907 621,753 OPERATING LOSS (457,323) (495,831) NONOPERATING REVENUES: Investment income 131,693 85,667 Miscellaneous 6,785 - Gain on disposal of capital assets 672 - TOTAL NONOPERATING REVENUES 139,150 85,667 INCOME (LOSS) BEFORE TRANSFERS (318,173) (410,164) TRANSFERS: Transfers in - - TOTAL TRANSFERS - - CHANGES IN NET POSITION (318,173) (410,164) NET POSITION AT BEGINNING OF YEAR 10,861,435 4,655,187 NET POSITION AT END OF YEAR 10,543,262$ 4,245,023$ CITY OF GILROY COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION INTERNAL SERVICE FUNDS For the year ended June 30, 2019 148 10.A.a Packet Pg. 412 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Workers’ General Facility Information Fringe Compensation Liability Services Technologies Benefits Total 1,239,254$ 1,050,014$ 2,532,882$ 2,455,612$ 14,768,197$ 23,751,465$ 1,239,254 1,050,014 2,532,882 2,455,612 14,768,197 23,751,465 - - 2,706,725 2,414,924 14,774,104 22,043,687 - - - 158,748 - 669,474 185,948 101,903 - - - 287,851 1,066,813 642,811 - - - 1,709,624 225,820 969,266 - - - 1,195,086 1,478,581 1,713,980 2,706,725 2,573,672 14,774,104 25,905,722 (239,327) (663,966) (173,843) (118,060) (5,907) (2,154,257) 72,937 30,100 18,110 109,401 - 447,908 - 614,307 155,734 7,274 - 784,100 - - - - - 672 72,937 644,407 173,844 116,675 - 1,232,680 (166,390) (19,559) 1 (1,385) (5,907) (921,577) - - 1,000,000 - - 1,000,000 - - 1,000,000 - - 1,000,000 (166,390) (19,559) 1,000,001 (1,385) (5,907) 78,423 354,374 1,411,294 518,049 5,290,072 - 23,090,411 187,984$ 1,391,735$ 1,518,050$ 5,288,687$ (5,907)$ 23,168,834$ 149 10.A.a Packet Pg. 413 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fleet Equipment Services Outlay CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from user departments 1,591,562$ 125,922$ Cash payments to suppliers of goods and services (1,095,261) (543,247) Cash payments to employees for services (551,724) - NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (55,423) (417,325) CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Cash received from other funds 211,417 106,788 NET CASH PROVIDED BY NONCAPITAL FINANCING ACTIVITIES 211,417 106,788 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from sale of capital assets 672 - Acquisition of capital assets (1,275,652) (51,015) NET CASH USED BY CAPITAL AND RELATED FINANCING ACTIVITIES (1,274,980) (51,015) CASH FLOWS FROM INVESTING ACTIVITIES: Investment income 131,693 85,667 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (987,293) (275,885) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,878,388 3,003,017 CASH AND CASH EQUIVALENTS AT END OF YEAR 2,891,095$ 2,727,132$ RECONCILIATION OF OPERATING LOSS TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating loss (457,323)$ (495,831)$ Adjustments to reconcile operating loss to net cash provided (used) by operating activities: Depreciation 422,548 88,178 Miscellaneous nonoperating income 6,785 - Changes in operating assets and liabilities: (Increase) decrease in accounts receivable - - (Increase) decrease in inventory of materials 5,193 - (Increase) decrease in prepaid items - (24,608) Increase (decrease) in accounts payable (38,029) 14,936 Increase (decrease) in accrued liabilities 1,788 - Increase (decrease) in compensated absences 3,615 - Increase (decrease) in claims payable - - NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (55,423)$ (417,325)$ INTERNAL SERVICE FUNDS CITY OF GILROY COMBINING STATEMENT OF CASH FLOWS For the year ended June 30, 2019 150 10.A.a Packet Pg. 414 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Workers’ General Facility Information Fringe Compensation Liability Services Technologies Benefits Total 1,239,254$ 1,696,878$ 2,676,685$ 2,455,686$ 14,768,197$ 24,554,184$ (1,133,681) (1,237,498) (1,921,284) (1,985,808) (14,716,433) (22,633,212) - - (782,151) (418,537) - (1,752,412) 105,573 459,380 (26,750) 51,341 51,764 168,560 - - 1,000,000 - - 1,318,205 - - 1,000,000 - - 1,318,205 - - - - - 672 - - - - - (1,326,667) - - - - - (1,325,995) 72,937 30,100 18,110 109,401 - 447,908 178,510 489,480 991,360 160,742 51,764 608,678 3,264,194 1,532,715 663,082 4,866,632 382,858 17,590,886 3,442,704$ 2,022,195$ 1,654,442$ 5,027,374$ 434,622$ 18,199,564$ (239,327)$ (663,966)$ (173,843)$ (118,060)$ (5,907)$ (2,154,257)$ - - - 158,748 - 669,474 - 614,307 155,734 7,274 - 784,100 - 32,557 (11,931) (7,200) - 13,426 - - - - - 5,193 (150) - 25,014 - - 256 (21,340) 4,767 (20,717) 1,830 48,624 (9,929) - - (1,594) 8,483 9,047 17,724 - - 587 266 - 4,468 366,390 471,715 - - - 838,105 105,573$ 459,380$ (26,750)$ 51,341$ 51,764$ 168,560$ 151 10.A.a Packet Pg. 415 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 152 10.A.a Packet Pg. 416 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 153 AGENCY FUNDS These funds account for assets held by the City on behalf of other organizations. Henry Miller - This fund is used to account for a donation from Henry Miller. The annual interest earned on the original donation of $15,000 is the amount donated to the poor of Gilroy each Christmas season. Deposit Revolving - This fund is used to account for miscellaneous deposits, revolving deposits from developers and refundable deposits received in advance for rental of City facilities. Gilroy Junior Golf - This fund is used to account for entry fees received from participants in junior golf tournaments and is used to pay associated costs such as trophies, supplies and officials. Softball Advisory Board - This fund is used to pay for program expense such as trophies, T-shirts, supplies, umpires, scorekeepers and donations to other recreation programs. Senior Advisory Board - This fund is used to account for revenues that come from fund raising and donations. The funds are used to buy equipment for the Senior Center. Employee Wellness - This fund is used to account for the employee organization designed to provide recreational and educational programs to foster the City employees’ mental and physical health. Barney J. Garcia EMS Training - This fund is used to account for a donation from the family of Barney J. Garcia. The family has restricted the use of donations and interest earnings to the purchase of Fire EMS training equipment only. Highway 152 Series 2002 - This fund is used to account for special assessments collected and pay the bonded indebtedness for the Highway 152 Series 2002 improvements. Highway 152 Series 2006 - This fund is used to account for special assessments collected and pay the bonded indebtedness for the Highway 152 Series 2006 improvements. Highway 152 Series 2018 - This fund is used to account for special assessments collected and pay the bonded indebtedness for the Highway 152 Series 2018 Bonds. Payroll Withholdings - This fund is used to establish the liabilities for payroll withholdings and their subsequent payment to outside agencies. Museum Trust - This fund was established by the sale of a vase by the Gilroy Museum. The purpose in selling the vase was to create an endowment for the museum. This would generate interest income for the museum. 10.A.a Packet Pg. 417 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Gilroy Softball Senior Henry Deposit Junior Advisory Advisory Employee Miller Revolving Golf Board Board Wellness ASSETS: Cash and investments 17,308$ 3,440,462$ 3,791$ 3,105$ 8,535$ 1,742$ Cash and investments with fiscal agent - - - - - - Accounts receivable - 7,027 - - - - Due from County - - - - - - TOTAL ASSETS 17,308$ 3,447,489$ 3,791$ 3,105$ 8,535$ 1,742$ LIABILITIES: Accounts payable -$ 89,958$ -$ -$ 18$ 20$ Due to bondholders - - - - - - Unearned revenue - 54,089 - - - - Deposits payable 17,308 3,303,442 3,791 3,105 8,517 1,722 TOTAL LIABILITIES 17,308$ 3,447,489$ 3,791$ 3,105$ 8,535$ 1,742$ CITY OF GILROY COMBINING STATEMENT OF FIDUCIARY ASSETS AND LIABILITIES AGENCY FUNDS June 30, 2019 154 10.A.a Packet Pg. 418 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Total Barney J. Garcia Highway 152 Highway 152 Highway 152 Payroll Museum Agency EMS Training Series 2002 Series 2006 Series 2018 Withholdings Trust Funds 2,343$ -$ 1,008$ 743,211$ 2,816$ 43,754$ 4,268,075$ - - - 295,479 - - 295,479 - - - - - - 7,027 - 237 308 - - - 545 2,343$ 237$ 1,316$ 1,038,690$ 2,816$ 43,754$ 4,571,126$ -$ -$ -$ -$ -$ -$ 89,996$ - 237 1,316 1,038,690 - - 1,040,243 - - - - - - 54,089 2,343 - - - 2,816 43,754 3,386,798 2,343$ 237$ 1,316$ 1,038,690$ 2,816$ 43,754$ 4,571,126$ 155 10.A.a Packet Pg. 419 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Balance Balance July 1, 2017 Additions Deletions June 30, 2018 ASSETS: Cash and investments 17,332$ 399$ 423$ 17,308$ LIABILITIES: Deposits payable 17,332$ 399$ 423$ 17,308$ ASSETS: Cash and investments 4,154,327$ -$ 713,865$ 3,440,462$ Accounts receivable 8,227 - 1,200 7,027 TOTAL ASSETS 4,162,554$ -$ 715,065$ 3,447,489$ LIABILITIES: Accounts payable 118,412$ -$ 28,454$ 89,958$ Unearned revenue 60,396 - 6,307 54,089 Deposits payable 3,983,746 - 680,304 3,303,442 TOTAL LIABILITIES 4,162,554$ -$ 715,065$ 3,447,489$ ASSETS: Cash and investments 3,705$ 86$ -$ 3,791$ LIABILITIES: Deposits payable 3,705$ 86$ -$ 3,791$ ASSETS: Cash and investments 3,034$ 71$ -$ 3,105$ LIABILITIES: Deposits payable 3,034$ 71$ -$ 3,105$ ASSETS: Cash and investments 8,762$ 617$ 844$ 8,535$ LIABILITIES: Accounts payable -$ 18$ -$ 18$ Deposits payable 8,762 599 844 8,517 8,762$ 617$ 844$ 8,535$ (Continued) CITY OF GILROY STATEMENT OF CHANGES IN FIDUCIARY ASSETS AND LIABILITIES AGENCY FUNDS For the year ended June 30, 2019 HENRY MILLER SENIOR ADVISORY BOARD DEPOSIT REVOLVING GILROY JUNIOR GOLF SOFTBALL ADVISORY BOARD 156 10.A.a Packet Pg. 420 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Balance Balance July 1, 2018 Additions Deletions June 30, 2019 ASSETS: Cash and investments 1,193$ 549$ -$ 1,742$ LIABILITIES: Accounts payable -$ 20$ -$ 20$ Deposits payable 1,193 529 - 1,722 TOTAL LIABILITIES 1,193$ 549$ -$ 1,742$ ASSETS: Cash and investments 2,290$ 53$ -$ 2,343$ LIABILITIES: Deposits payable 2,290$ 53$ -$ 2,343$ ASSETS: Cash and investments 970,579$ 5,055,875$ 6,026,454$ -$ Cash and investments with fiscal agent 548,365 - 548,365 - Due from County 44 193 - 237 TOTAL ASSETS 1,518,988$ 5,056,068$ 6,574,819$ 237$ LIABILITIES: Due to bondholders 1,518,988$ 5,056,068$ 6,574,819$ 237$ ASSETS: Cash and investments 559,782$ 7,048,590$ 7,607,364$ 1,008$ Cash and investments with fiscal agent 589,570 - 589,570 - Due from County 48 260 - 308 TOTAL ASSETS 1,149,400$ 7,048,850$ 8,196,934$ 1,316$ LIABILITIES: Due to bondholders 1,149,400$ 7,048,850$ 8,196,934$ 1,316$ (Continued) EMPLOYEE WELLNESS BARNEY J. GARCIA EMS TRAINING HIGHWAY 152 SERIES 2002 HIGHWAY 152 SERIES 2006 CITY OF GILROY STATEMENT OF CHANGES IN FIDUCIARY ASSETS AND LIABILITIES AGENCY FUNDS For the year ended June 30, 2019 (Continued) 157 10.A.a Packet Pg. 421 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Balance Balance July 1, 2018 Additions Deletions June 30, 2019 ASSETS: Cash and investments -$ 743,211$ -$ 743,211$ Cash and investments with fiscal agent - 7,815,860 7,520,381 295,479 TOTAL ASSETS -$ 8,559,071$ 7,520,381$ 1,038,690$ LIABILITIES: Due to bondholders -$ 8,559,071$ 7,520,381$ 1,038,690$ ASSETS: Cash and investments -$ 2,816$ -$ 2,816$ Prepaid items 88,968 - 88,968 - TOTAL ASSETS 88,968$ 2,816$ 88,968$ 2,816$ LIABILITIES: Accounts payable 85,188$ -$ 85,188$ -$ Deposits payable 3,780 2,816 3,780 2,816 TOTAL LIABILITIES 88,968$ 2,816$ 88,968$ 2,816$ ASSETS: Cash and investments 42,669$ 1,657$ 572$ 43,754$ LIABILITIES: Deposits payable 42,669$ 1,657$ 572$ 43,754$ ASSETS: Cash and investments 5,763,673$ 12,853,924$ 14,349,522$ 4,268,075$ Cash and investments with fiscal agent 1,137,935 7,815,860 8,658,316 295,479 Accounts receivable 8,227 - 1,200 7,027 Prepaid items 88,968 - 88,968 - Due from County 92 453 - 545 Prepaid items TOTAL ASSETS 6,998,895$ 20,670,237$ 23,098,006$ 4,571,126$ LIABILITIES: Accounts payable 203,600$ 38$ 113,642$ 89,996$ Due to bondholders 2,668,388 20,663,989 22,292,134 1,040,243 Unearned revenue 60,396 - 6,307 54,089 Deposits payable 4,066,511 6,210 685,923 3,386,798 TOTAL LIABILITIES 6,998,895$ 20,670,237$ 23,098,006$ 4,571,126$ HIGHWAY 152 SERIES 2018 MUSEUM TRUST TOTAL ALL AGENCY FUNDS STATEMENT OF CHANGES IN FIDUCIARY ASSETS AND LIABILITIES AGENCY FUNDS (Continued) PAYROLL WITHHOLDINGS For the year ended June 30, 2019 CITY OF GILROY 158 10.A.a Packet Pg. 422 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 159 ADDITIONAL SCHEDULES 10.A.a Packet Pg. 423 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fleet Equipment Sewer Water Services Outlay BEGINNING RESOURCES AVAILABLE: Depreciation reserve 8,974,391$ 15,459,901$ 8,623,893$ 3,457,521$ Operating reserve 11,997,037 7,527,739 391,461 1,314,958 TOTAL BEGINNING RESOURCES 20,971,428 22,987,640 9,015,354 4,772,479 SOURCE OF FUNDS: Revenues 12,904,657 12,260,246 1,579,584 125,922 Investment income 593,929 704,286 131,693 85,667 Miscellaneous revenue - 33,873 6,785 - Sale of assets (gross proceeds) - - 672 - Capital contributions 2,574,460 - - - Interfund loan repayments - - 211,417 106,788 Interfund transfers in 694,146 - - - TOTAL SOURCES 16,767,192 12,998,405 1,930,151 318,377 USE OF FUNDS: Expenditures (excluding depreciation) 9,714,572 10,428,557 1,614,359 533,575 Interest paid 512,625 - - - Principal paid 2,045,000 - - - Capital assets constructed/acquired 105,584 - 1,275,652 51,015 Interfund transfers out - 53,799 - - TOTAL USES 12,377,781 10,482,356 2,890,011 584,590 ADJUSTMENTS: Adjustments for other assets and liabilities (2,981,364) (4,473,478) (1,779,024) (709,183) TOTAL ADJUSTMENTS (2,981,364) (4,473,478) (1,779,024) (709,183) TOTAL CHANGES IN RESOURCES 1,408,047 (1,957,429) (2,738,884) (975,396) ENDING RESOURCES AVAILABLE 22,379,475$ 21,030,211$ 6,276,470$ 3,797,083$ RECAP OF ENDING RESOURCES: Depreciation reserve 9,274,721$ 16,133,247$ 9,046,441$ 3,545,699$ Operating reserve 13,104,754 4,896,964 (2,769,971) 251,384 TOTAL ENDING RESOURCES 22,379,475$ 21,030,211$ 6,276,470$ 3,797,083$ ANALYSIS OF DEPRECIATION RESERVE: Beginning balance 8,974,391$ 15,459,901$ 8,623,893$ 3,457,521$ 2018-2019 depreciation 300,330 673,346 422,548 88,178 TOTAL DEPRECIATION RESERVE 9,274,721$ 16,133,247$ 9,046,441$ 3,545,699$ CITY OF GILROY ANALYSIS OF AVAILABLE RESOURCES - SELECTED FUNDS For the year ended June 30, 2019 160 10.A.a Packet Pg. 424 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Workers’ General Facility Information Fringe Compensation Liability Services Technologies Benefits Total -$ -$ 4,057$ 6,663,585$ -$ 43,183,348$ 2,979,147 1,578,266 539,080 (4,788,325) - 21,539,363 2,979,147 1,578,266 543,137 1,875,260 - 64,722,711 1,239,254 1,050,014 2,532,882 2,455,612 14,768,197 48,916,368 72,937 30,100 18,110 109,401 - 1,746,123 - 614,307 155,734 7,274 - 817,973 - - - - - 672 - - - - - 2,574,460 - - - - - 318,205 - - 1,000,000 - - 1,694,146 1,312,191 1,694,421 3,706,726 2,572,287 14,768,197 56,067,947 1,478,581 1,713,980 2,706,725 2,414,924 14,774,104 45,379,377 - - - - - 512,625 - - - - - 2,045,000 - - - - - 1,432,251 - - - - - 53,799 1,478,581 1,713,980 2,706,725 2,414,924 14,774,104 49,423,052 629,947 442,981 3,676 2,847,489 - (6,018,956) 629,947 442,981 3,676 2,847,489 - (6,018,956) 463,557 423,422 1,003,677 3,004,852 (5,907) 625,939 3,442,704$ 2,001,688$ 1,546,814$ 4,880,112$ (5,907)$ 65,348,650$ -$ -$ 4,057$ 6,822,333$ -$ 44,826,498$ 3,442,704 2,001,688 1,542,757 (1,942,221) (5,907) 20,522,152 3,442,704$ 2,001,688$ 1,546,814$ 4,880,112$ (5,907)$ 65,348,650$ -$ -$ 4,057$ 6,663,585$ -$ 43,183,348$ - - - 158,748 - 1,643,150 -$ -$ 4,057$ 6,822,333$ -$ 44,826,498$ 161 10.A.a Packet Pg. 425 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fleet Equipment Sewer Water Services Outlay BEGINNING RESOURCES AVAILABLE: Cash 20,012,239$ 23,554,747$ 3,878,388$ 3,003,017$ Receivables 1,267,201 1,260,648 3,653,111 1,236,151 Payables (149,194) (1,223,762) (92,560) (44,475) TOTAL BEGINNING WORKING CAPITAL 21,130,246$ 23,591,633$ 7,438,939$ 4,194,693$ ENDING RESOURCES AVAILABLE: Cash 20,308,838$ 21,271,226$ 2,891,095$ 2,727,132$ Receivables 2,261,086 1,293,034 3,441,694 1,129,362 Payables (190,449) (1,534,049) (56,319) (59,411) TOTAL ENDING WORKING CAPITAL 22,379,475$ 21,030,211$ 6,276,470$ 3,797,083$ CITY OF GILROY COMPOSITION OF AVAILABLE RESOURCES - SELECTED FUNDS For the year ended June 30, 2019 162 10.A.a Packet Pg. 426 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Workers’ General Facility Information Fringe Compensation Liability Services Technologies Benefits Total 3,264,194$ 1,532,715$ 663,082$ 4,866,632$ 382,858$ 61,157,872$ - 32,557 11,959 - - 7,461,627 (21,340) (15,740) (153,829) (144,150) (382,858) (2,227,908) 3,242,854$ 1,549,532$ 521,212$ 4,722,482$ -$ 66,391,591$ 3,442,704$ 2,022,195$ 1,654,442$ 5,027,374$ 434,622$ 59,779,628$ - - 23,890 7,200 - 8,156,266 - (20,507) (131,518) (154,462) (440,529) (2,587,244) 3,442,704$ 2,001,688$ 1,546,814$ 4,880,112$ (5,907)$ 65,348,650$ 163 10.A.a Packet Pg. 427 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 164 10.A.a Packet Pg. 428 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 165 CITY OF GILROY ANNUAL REPORT FILINGS FOR FISCAL YEAR 2018-19 (1) Gilroy Community Library Project: $8,633,538 CITY OF GILROY 2019 General Obligation Refunding Bonds Series A (Gilroy Community Library Project) $23,500,000 CITY OF GILROY 2010 General Obligation Bonds (Gilroy Community Library Project) (a) Audited financial statements for the City for Fiscal Year 2018-19. This exhibit is attached to the City’s audited financial statements. (b) Financial information and operating data. (i) Assessed value of taxable property within the jurisdiction of the City. CITY OF GILROY Assessed Valuations of All Taxable Property Fiscal Years 2014-15 to 2019-20 Fiscal Year Gross Local Secured(1) Net Local Secured(2) Net Utility(3) Net Unsecured(4) Total(2) 2014-15 6,395,754,046 6,349,703,846 52,530,836 265,879,967 6,668,114,649 2015-16 6,798,621,370 6,752,750,370 47,030,836 268,445,327 7,068,226,533 2016-17 7,385,130,561 7,338,552,561 42,130,836 273,713,487 7,654,396,884 2017-18 7,872,947,886 7,825,703,486 39,330,836 263,667,226 8,128,701,548 2019-20 9,001,686,593 8,953,812,193 32,539,704 257,410,089 9,243,761,986 ________________ (1) Before deduction of homeowner’s exemptions. (2) Net of homeowner’s exemptions. (3) Beginning in Fiscal Year 1988-89, Chapter 921 of the Statutes of 1987 requires the establishment of a single Countywide tax area for the assignment of the assessed value of certain types of State-assessed utility property and sets forth formulas for the determination of Countywide tax rates for this particular type of property. This statute also spells out how to distribute the taxes which have been collected from the bills derived from this value and specified tax rate. (4) Does not include aircraft. Source: Santa Clara County Auditor-Controller’s Office 10.A.a Packet Pg. 429 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 166 (iii) If and to the extent such information is available from the County, property tax collection delinquencies for the City if the City is no longer a participant in Santa Clara County’s Teeter Plan. The County is not able to provide tax levy and delinquency information to the City because the County has adopted the Teeter Plan, which means it pays to the City the amount of taxes levied rather than the amount collected. The City will make this information available if and when it becomes available from the County. (iv) Amount of all general obligation debt of the City outstanding, and total scheduled debt service on such general obligation debt. Please see information in the audited financial statements. (v) Any changes in the operation of Santa Clara County’s Teeter Plan since the previous Annual Report affecting the City’s receipt of property tax revenues used to pay debt service on the Bonds. The City is not aware of any changes in the operation of Santa Clara County’s Teeter Plan since the previous Annual Report affecting the City’s receipt of property tax revenues used to pay debt service. 10.A.a Packet Pg. 430 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 167 (2) Gilroy Public Facilities Financing Authority: $24,475,000 GILROY PUBLIC FACILITIES FINANCING AUTHORITY Refunding Lease Revenue Bonds, Series 2010 $23,120,000 GILROY PUBLIC FACILITIES FINANCING AUTHORITY Refunding Lease Revenue Bonds, Series 2013 (a) Audited financial statements for the City for Fiscal Year 2018-2019. This exhibit is attached to the City’s audited financial statements. (b) Financial information and operating data. (i) Principal amount of Notes/Bonds outstanding. Please see information in the audited financial statements. (ii) Balance in each fund under the Trust Agreement as of August 31, preceding the filing of the Annual Report. CITY OF GILROY Balance under the Trust Agreement as of August 31, 2019 Financing Authority Type Year Account Name Shares/Units Cost Basis Market Value Gilroy Public Facilities Financing Authority Lease Revenue Bonds Series 2010 Reserve $1,744,606.26 $1,744,606.26 $1,744,606.26 Gilroy Public Facilities Financing Authority Lease Revenue Bonds Series 2013 Reserve $920,222 $920,222 $920,222 (iii) General fund summary of revenues and expenditures. Please see information in the audited financial statements. (iv) General fund balance sheet. Please see information in the audited financial statements. 10.A.a Packet Pg. 431 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 168 (v) General fund budget for the then-current fiscal year. Also, please see information in the audited financial statements. (vi) General fund tax revenues by source. CITY OF GILROY General Fund Tax Revenues by Source For Fiscal Years 2014-15 through 2018-19  Source Audited Audited Audited Audited Audited REVENUES 2014-15 2015-16 2016-17 2017-18 2018-19 Sales Taxes 15,858,910 17,884,735 17,768,469 18,827,189 20,186,105 Property Taxes (1) 10,862,568 11,468,510 12,278,552 13,161,022 14,476,481 Utility Users Tax 4,520,149 4,610,631 4,748,382 4,666,131 4,721,529 Motor Vehicle in lieu of Taxes 21,479 21,385 24,715 29,444 26,695 Franchise Taxes 1,463,770 1,569,059 1,623,952 1,713,690 1,669,817 Transient Occupancy Taxes 1,501,837 1,676,691 1,709,332 1,722,355 1,771,882 Document Transfer Taxes 385,719 505,957 516,105 526,583 372,284 Total $ 34,614,432 $ 37,736,968 $ 38,669,506 $40,646,414 $43,224,793   (1) Property tax revenue includes secured, unsecured and supplemental property tax revenue along with  penalties and interest.    Source: City of Gilroy Finance Department   Budget 2019-20 REVENUES Taxes $ 43,836,328 Licenses & Permits 3,654,218 Intergovernmental 141,500 Charges for Services 5,669,485 Fines 262,730 Investment Income 475,334 Miscellaneous 1,605,849 Total Revenues $ 55,645,444 EXPENDITURES Personnel Expense $ 40,651,230 Maintenance and Services 6,078,499 Interfund, charges, allocations & other 10,802,235 Total Expenditures $ 57,531,964 10.A.a Packet Pg. 432 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 169 (vii) Sales tax rates. CITY OF GILROY Sales Tax Rates Effective January 1, 2019 State 6.0% Santa Clara County Transportation Funds 0.25 City 1.00 Santa Clara County Transit District 0.50 Santa Clara County Valley Transportation Authority (VTA) 0.50 Santa Clara County Retail Transactions and Use Tax 0.125 Santa Clara VTA Bay Area Rapid Transit (BART) 0.125 Silicon Valley Transportation Solutions Tax 0.50 Total 9.00% Source: California State Board of Equalization. (viii) Assessed valuation of property in the City. Please see (1)(b)(i) above. (ix) Updated descriptions of outstanding general fund debt and lease obligations. Please see information in the audited financial statements. 10.A.a Packet Pg. 433 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 170 (3) Wastewater Revenue Refunding Bonds: $23,375,000 CITY OF GILROY 2010 Wastewater Revenue Refunding Bonds (a) Audited financial statements for the City for Fiscal Year 2018-19. This exhibit is attached to the City’s audited financial statements. (b) Financial information and operating data. (i) Principal amount of Bonds outstanding. $9,230,000 (ii) Balance in the Reserve Fund and a statement of the Reserve Requirement. Reserve Fund Balance as of June 30, 2019: $2,621,046. Reserve Requirement: $2,621,000. Reserve Requirement is defined in the Indenture to mean an amount equal to the maximum amount of principal of and interest on the Bonds coming due and payable in the current or any future Bond Year including the principal of any Term Bonds required to be redeemed in such Bond Year under the Indenture. (iii) Updated wastewater system information: CITY OF GILROY WASTEWATER SYSTEM Wastewater Flow Fiscal Years 2014-15 through 2018-19 Fiscal Year SCRWA Treatment Facility Total Flow (MG/Year) SCRWA Treatment Facility Million Gallons per Day (MGD) City of Gilroy Flow (MG/Year) City % Share of SCRWA Treatment Facility Flow 2014-15 2,186.40 5.99 1,278.96 58 2015-16 2,185.58 5.97 1,311.35 60 2016-17 2,763.99 7.60 1,761.18 63 2017-18 2,250.28 6.16 1,413.14 61 2018-19 2,427.24 6.66 1,539.50 63 Source: City of Gilroy 10.A.a Packet Pg. 434 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 171 Historical Revenues and Expenses: Please see information in the audited financial statements. CITY OF GILROY WASTEWATER SYSTEM Historical Debt Service Coverage 2014-15 2015-16 2016-17 2017-18 2018-19 Gross Revenues: Charges for services $10,336,111 $11,773,938 $12,644,730 $12,720,141 12,904,657 Investment Income 257,938 210,826 188,300 241,144 593,929 Available Rate Stabilization Fund Balance - - - - - Transfers from Sewer Impact Fund 700,544 700,111 696,546 697,198 694,146 Total Gross Revenues 11,294,593 12,684,875 13,529,576 13,658,483 14,192,732 Operating Expenses: Operations (6,281,516) (7,296,107) (7,454,895) (7,466,650) (8,339,489) Billing (588,131) (612,551) (594,654) (618,400) (668,982) Administration (377,770) (500,398) (472,465) (558,846) (706,101) Total Operating Expenses (7,247,417) (8,409,056) (8,522,014) (8,643,896) (9,714,572) Net Wastewater System Revenues 4,047,176 4,275,819 5,007,562 5,014,587 4,478,160 Series 1999 Installment Payments/ 2,566,950 2,566,550 2,558,687 2,562,738 2,557,625 ,Refunding Series 2010 Payments Gross Revenue Debt Service Coverage 440.00% 494.24% 528.77% 532.96% 554.92% Net Revenue Debt Service Coverage 157.66% 166.60% 195.71% 195.67% 175.09% Funds Available Sewer Development Capital Project Fund $10,362,866 $11,481,078 $12,964,741 $14,534,002 15,040,842 Sewer Fund Cash and Cash Equivalent 26,336,933 18,537,029 16,777,330 17,391,216 17,687,792 Rate Stabilization Fund 750,000 750,000 750,000 750,000 750,000 Total Funds Available $37,449,799 $30,768,107 $30,492,071 $32,675,218 $33,478,634 Days Cash on Hand (Sewer Fund Cash/Cash Equivalent) 1,326 805 719 734 665 Source: City of Gilroy (iv) A summary of any changes in the City’s wastewater service charges since the date of the previous Annual Report. Effective July 1, 2018, the City of Gilroy implemented a wastewater rate increase in accordance with the rate analysis study approved in August 2015. This represents a 3% increase in the fixed monthly charge for non-residential wastewater rates. The increases noted in the rate structure will help to ensure that sufficient funding is collected to operate and maintain the capital infrastructure of the wastewater system. (v) A description of any Parity Debt issued during the most recently completed fiscal year. None 10.A.a Packet Pg. 435 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) STATISTICAL SECTION 10.A.a Packet Pg. 436 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 10.A.a Packet Pg. 437 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 174 DESCRIPTION OF STATISTICAL SECTION CONTENTS June 30, 2019 This part of the City of Gilroy’s comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information say about the government’s overall financial health. Contents: Pages Financial Trends these schedules contain trend information to help the reader understand how the City’s financial performance and well-being have changed over time. 176 - 185 Revenue Capacity these schedules contain information to help the reader assess the City’s most significant local revenue source, the property tax. 186 - 193 Debt Capacity these schedules present information to help the reader assess the affordability of the City’s current levels of outstanding debt and the City’s ability to issue additional debt in the future. 194 - 199 Demographic and Economic Information these schedules offer demographic and economic indicators to help the reader understand the environment within which the City’s financial activities take place. 200- 201 Operating Information these schedules contain service and infrastructure data to help the reader understand how the information in the City’s financial report relates to the services the City provides and the activities it performs. 202 - 207 10.A.a Packet Pg. 438 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 175 10.A.a Packet Pg. 439 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2010 2011 2012 2013 Governmental activities Net investment in capital assets 190,329,025$ 186,497,667$ 180,031,582$ 170,944,637$ Restricted 16,850,843 16,148,971 19,257,961 19,616,322 Unrestricted 21,623,252 21,373,299 25,031,844 26,414,676 Total governmental activities net position (net assets)228,803,120$ 224,019,937$ 224,321,387$ 216,975,635$ Business-type activities Net investment in capital assets 98,038,135$ 96,128,432$ 93,390,622$ 91,165,074$ Restricted - - - - Unrestricted 70,237,674 75,964,187 79,652,868 82,012,944 Total business-type activities net position (net assets)168,275,809$ 172,092,619$ 173,043,490$ 173,178,018$ Primary government Net investment in capital assets 288,367,160$ 282,626,099$ 273,422,204$ 262,109,711$ Restricted 16,850,843 16,148,971 19,257,961 19,616,322 Unrestricted 91,860,926 97,337,486 104,684,712 108,427,620 Total primary government net position (net assets)397,078,929$ 396,112,556$ 397,364,877$ 390,153,653$ CITY OF GILROY Fiscal Year (ACCRUAL BASIS OF ACCOUNTING) LAST TEN FISCAL YEARS NET POSITION (NET ASSETS) 176 10.A.a Packet Pg. 440 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 162,950,296$ 167,625,947$ 159,684,128$ 154,863,285$ 159,069,886$ 156,750,373$ 24,277,233 22,320,085 35,564,991 41,636,040 48,731,281 49,688,804 28,892,199 (26,524,001) (25,032,197) (25,229,815) (36,193,491) (37,759,850) 216,119,728$ 163,422,031$ 170,216,922$ 171,269,510$ 171,607,676$ 168,679,327$ 88,728,174$ 90,335,349$ 90,917,108$ 88,183,287$ 87,336,604$ 91,134,932$ - - - - - - 85,736,094 84,832,390 88,668,400 93,612,020 98,375,675 100,053,259 174,464,268$ 175,167,739$ 179,585,508$ 181,795,307$ 185,712,279$ 191,188,191$ 251,678,470$ 257,961,296$ 250,601,236$ 243,046,572$ 246,406,490$ 247,885,305$ 24,277,233 22,320,085 35,564,991 41,636,040 48,731,281 49,688,804 114,628,293 58,308,389 63,636,203 68,382,205 62,182,184 62,293,409 390,583,996$ 338,589,770$ 349,802,430$ 353,064,817$ 357,319,955$ 359,867,518$ Fiscal Year 177 10.A.a Packet Pg. 441 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2010 2011 2012 2013 Expenses Governmental activities General government 3,843,423$ 3,385,407$ 2,575,724$ 3,732,098$ Public safety 25,666,866 24,069,357 27,755,687 28,747,964 Community development 13,583,326 14,423,744 14,597,004 15,485,705 Community services 6,558,840 6,355,948 7,338,765 7,686,862 Interest and other charges 974,387 3,666,139 3,347,898 3,226,789 Total governmental activities expenses 50,626,842 51,900,595 55,615,078 58,879,418 Business-type activities Sewer 7,599,003 9,599,950 10,422,402 10,206,770 Water 6,442,690 6,508,446 7,414,809 8,081,041 Total business-type activities expenses 14,041,693 16,108,396 17,837,211 18,287,811 Total primary government expenses 64,668,535$ 68,008,991$ 73,452,289$ 77,167,229$ Program Revenues Governmental activities Charges for services General government 2,939,351$ 1,008,468$ 1,099,125$ 1,119,217$ Public safety 907,222 926,399 923,031 1,004,530 Community development 1,990,275 2,959,139 3,537,567 3,866,305 Community services 605,831 603,419 672,123 757,445 Operating contributions and grants 4,682,843 4,633,908 15,903,187 14,091,083 Capital contributions and grants 5,558,998 7,083,530 3,495,212 3,207,487 Total governmental activities program revenues 16,684,520 17,214,863 25,630,245 24,046,067 Business-type activities Charges for services Sewer 7,500,914 8,012,406 8,170,711 8,441,024 Water 7,229,460 7,219,424 7,715,525 8,179,888 Capital contributions and grants 1,022 - 2,535,228 1,410,773 Total business-type activities program revenues 14,731,396 15,231,830 18,421,464 18,031,685 Total primary government program revenues 31,415,916$ 32,446,693$ 44,051,709$ 42,077,752$ CITY OF GILROY CHANGES IN NET POSITION (NET ASSETS) LAST TEN FISCAL YEARS (ACCRUAL BASIS OF ACCOUNTING) Fiscal Year 178 10.A.a Packet Pg. 442 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 3,795,033$ 3,619,582$ 3,900,226$ 6,437,408$ 7,315,065$ 7,696,445$ 29,696,344 30,273,444 31,020,245 33,393,829 35,591,790 37,837,438 14,824,460 15,901,215 21,413,283 19,167,193 19,211,323 18,348,409 7,726,938 7,807,765 8,217,318 8,978,597 9,654,957 9,526,627 3,744,396 3,406,855 3,327,992 3,256,733 3,147,606 3,226,849 59,787,171 61,008,861 67,879,064 71,233,760 74,920,741 76,635,768 9,929,622 9,806,990 12,298,662 12,060,236 11,538,388 14,044,716 8,642,660 8,329,710 8,370,320 9,197,426 9,937,768 11,777,220 18,572,282 18,136,700 20,668,982 21,257,662 21,476,156 25,821,936 78,359,453$ 79,145,561$ 88,548,046$ 92,491,422$ 96,396,897$ 102,457,704$ 1,415,106$ 2,096,137$ 1,651,713$ 3,087,335$ 3,280,977$ 3,726,486$ 897,059 1,030,410 1,146,593 1,439,418 959,277 1,234,017 5,434,764 7,385,391 6,145,791 5,207,571 6,430,321 6,624,477 810,503 886,988 978,780 986,582 977,834 1,009,235 15,057,119 13,109,933 22,838,535 15,860,767 19,389,757 13,146,274 3,157,642 8,999,636 3,820,892 5,438,560 10,319,300 2,649,021 26,772,193 33,508,495 36,582,304 32,020,233 41,357,466 28,389,510 10,359,334 10,597,617 11,984,798 12,833,030 12,961,285 12,904,657 8,640,784 7,069,363 7,330,300 9,156,082 11,343,036 12,294,119 179,707 3,581,138 5,086,464 1,172,844 2,330,335 4,160,510 19,179,825 21,248,118 24,401,562 23,161,956 26,634,656 29,359,286 45,952,018$ 54,756,613$ 60,983,866$ 55,182,189$ 67,992,122$ 57,748,796$ Fiscal Year 179 10.A.a Packet Pg. 443 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2010 2011 2012 2013 Net (Expense) Revenue Governmental activities (33,942,322)$ (34,685,732)$ (29,984,833)$ (34,833,351)$ Business-type activities 689,703 (876,566) 584,253 (256,126) Total primary government net (expense) revenue (33,252,619)$ (35,562,298)$ (29,400,580)$ (35,089,477)$ General Revenues Governmental activities Taxes Property tax 9,553,660$ 8,861,163$ 8,907,492$ 9,462,337$ Sales tax 11,539,468 12,820,172 13,833,561 14,114,277 Transient occupancy tax 829,901 889,124 998,743 1,092,486 Franchise tax 1,279,863 1,293,850 1,355,340 1,326,364 Other 4,935,357 5,048,813 4,781,148 4,694,440 Investment income 1,356,981 1,060,450 922,309 350,105 State motor vehicle in lieu 152,460 236,142 25,739 26,670 Other 30,000 - 109,798 390,812 Transfers (568,675) (307,165) (647,847) (669,940) Total governmental activities 29,109,015 29,902,549 30,286,283 30,787,551 Business-type activities Investment income 543,382 1,013,724 777,528 - Other 690 350 600 - Share of joint revenue net income (loss)(1,219,022) 3,372,137 (1,059,357)- Transfers 568,675 307,165 647,847 669,940 Total business-type activities (106,275) 4,693,376 366,618 669,940 Total primary government general revenues 29,002,740$ 34,595,925$ 30,652,901$ 31,457,491$ Changes in Net Position (Net Assets) Governmental activities (4,833,307)$ (4,783,183)$ 301,450$ (4,045,800)$ Business-type activities 583,428 3,816,810 950,871 413,814 Total primary government (4,249,879)$ (966,373)$ 1,252,321$ (3,631,986)$ Net Position (Net Assets), Beginning $404,144,706 $397,078,929 $396,112,556 $397,364,877 Beginning Fund Balance Restatement (1)(2,815,898)- - (3,579,238) Changes in Net Position (Net Assets)(4,249,879) (966,373) 1,252,321 (3,631,986) Net Position (Net Assets), Ending 397,078,929$ 396,112,556$ 397,364,877$ 390,153,653$ (1)Net Position (Net Assets) of the governmental and business type activities were restated based on an infrastructure study performed by an independent consulting firm. The study was conducted to obtain the values necessary for the City to implement GASB Statement No. 34. Additional restatement of net position (FY15) to record pension liability necessary for the implementation of GASB No. 68 and No. 71. Fiscal Year CITY OF GILROY CHANGES IN NET POSITION (NET ASSETS) LAST TEN FISCAL YEARS (ACCRUAL BASIS OF ACCOUNTING) 180 10.A.a Packet Pg. 444 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 (33,014,978)$ (27,500,366)$ (31,296,760)$ (39,213,527)$ (33,563,275)$ -$ 607,543 3,111,418 3,732,580 1,904,294 5,158,500 (32,407,435)$ (24,388,948)$ (27,564,180)$ (37,309,233)$ (28,404,775)$ -$ 9,728,458$ 10,862,568$ 11,468,510$ 12,278,553$ 13,161,022$ 14,476,481$ 14,423,130 15,858,910 17,884,735 17,768,469 18,827,189 20,186,105 1,234,798 1,501,837 1,676,691 1,709,332 1,722,355 1,771,882 1,408,045 1,463,770 1,569,059 1,623,951 1,713,690 1,669,817 4,759,067 4,905,868 5,116,588 5,264,486 5,192,899 5,093,813 630,095 619,139 647,057 900,622 1,190,732 2,567,147 22,072 21,479 21,385 24,715 29,444 26,695 632,113 164,321 392,815 15,188 571,340 166,316 (678,707) (689,011) (685,189) (305,505) 1,241,528 (640,347) 32,159,071 34,708,881 38,091,651 39,279,811 43,650,199 45,317,909 - - - - - 1,298,215 - - - - - - - - - - - - 678,707 689,011 685,189 305,505 (1,241,528) 640,347 678,707 689,011 685,189 305,505 (1,241,528) 1,938,562 32,837,778$ 35,397,892$ 38,776,840$ 39,585,316$ 42,408,671$ 47,256,471$ (855,907)$ 7,208,515$ 6,794,891$ 66,284$ 10,086,924$ (2,928,349)$ 1,286,250 3,800,429 4,417,769 2,209,799 3,916,972 5,475,912 430,343$ 11,008,944$ 11,212,660$ 2,276,083$ 14,003,896$ 2,547,563$ $390,153,653 $390,583,996 $338,589,770 349,802,430$ 352,078,513$ -$ - (63,003,170)- - (8,762,454) 430,343 11,008,944 11,212,660 2,276,083 14,003,896 390,583,996$ 338,589,770$ 349,802,430$ 352,078,513$ 357,319,955$ -$ Fiscal Year 181 10.A.a Packet Pg. 445 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2010 2011 2012 2013 General Fund Prior to GASB 54 Reserved -$ -$ -$ -$ Unreserved: Designated - - - - Undesignated - - - - GASB 54 Implementation Nonspendable 51,474 54,011 59,670 45,003 Restricted 496,920 - - - Assigned - - - - Unassigned 21,302,486 25,166,657 25,423,199 23,038,183 Total General Fund 21,850,880$ 25,220,668$ 25,482,869$ 23,083,186$ Other Governmental Funds Prior to GASB 54 Reserved -$ -$ -$ -$ Unreserved: Designated - - - - Undesignated - - - - GASB 54 Implementation Nonspendable 10,028 10,848 9,766 5,454,973 Restricted 36,076,961 50,980,559 37,880,519 31,995,403 Assigned 409,467 743,166 525,601 226,654 Unassigned (16,710,128) (14,551,024) (12,379,723) (12,423,935) Total Other Governmental Fund 19,786,328$ 37,183,549$ 26,036,163$ 25,253,095$ Notes: The City implemented GASB 54, "Fund Balance Reporting and Government Fund Type Definition" beginning fiscal year 2011. Certain data required by GASB 54 was not readily available for fiscal years prior to 2010. The City elected to restate fiscal year 2010 data to incorporate GASB 54 starting fiscal year 2010 for comparability with the most recent years. Fiscal Year CITY OF GILROY FUND BALANCES - GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) 182 10.A.a Packet Pg. 446 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 -$ -$ -$ -$ -$ -$ - - - - - - - - - - - - 52,592 74,622 84,923 74,217 126,935 76,000 - - - - - - - - - - - - 22,291,553 21,316,940 22,202,316 24,354,609 25,475,105 27,683,870 22,344,145$ 21,391,562$ 22,287,239$ 24,428,826$ 25,602,040$ 27,759,870$ -$ -$ -$ -$ -$ -$ - - - - - - - - - - - - 9,265 9,265 8,670 9,470 25,570 1,000 41,474,238 40,117,010 44,922,496 50,775,875 55,248,281 57,445,219 576,889 544,284 2,827,521 1,588,907 1,448,954 1,483,818 (11,866,882) (12,884,818) (7,883,587) (5,761,804) (2,841,776) (4,206,362) 30,193,510$ 27,785,741$ 39,875,100$ 46,612,448$ 53,881,029$ 54,723,675$ Fiscal Year 183 10.A.a Packet Pg. 447 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2010 2011 2012 2013 REVENUES Taxes 28,138,249$ 28,913,122$ 30,122,948$ 33,041,266$ Licenses and permits 1,325,850 1,552,585 2,000,283 2,071,569 Intergovernmental 5,240,678 5,669,019 6,413,621 5,258,266 Charges for services 7,398,569 8,225,000 14,688,796 13,944,828 Fines 317,911 339,063 425,265 251,313 Special assessments 1,165,774 2,359,399 2,133,413 - Investment income (loss) 1,321,742 1,034,140 898,495 385,744 Contribution from property owners - - - - Miscellaneous 675,539 728,057 826,591 1,035,480 Total revenues 45,584,312 48,820,385 57,509,412 55,988,466 EXPENDITURES General government 2,960,615 2,714,636 3,287,262 3,793,066 Public safety 23,131,511 23,098,221 25,448,868 26,416,606 Community services 4,724,800 4,856,669 5,650,806 6,029,323 Community development 12,096,747 19,816,994 26,470,128 14,393,211 Debt Service: Principal 270,000 430,000 2,170,000 1,350,000 Interest 1,039,079 2,804,239 3,287,244 3,319,071 Bond Issuance Cost - - - - Total expenditures 44,222,752 53,720,759 66,314,308 55,301,277 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 1,361,560 (4,900,374) (8,804,896) 687,189 OTHER FINANCING SOURCES (USES) Transfers in 10,455,903 4,522,359 5,496,446 3,746,485 Transfers out (9,974,540) (5,037,174) (7,576,735) (7,616,425) Issuance of loan/notes 1,500,000 - - - Issuance of bonds 46,370,000 70,815,000 - - Payment to bond escrow agent (42,700,000) (46,370,000) - - Premium on bonds 349,166 1,737,198 - - Total other financing sources (uses)6,000,529 25,667,383 (2,080,289) (3,869,940) Net Change in fund balances $7,362,089 $20,767,009 ($10,885,185) ($3,182,751) Debt service as a percentage of noncapital expenditures (1)3.25%7.11% 11.66%9.57% 3,934,336 8,252,168 19,502,689 6,503,584 Note (1)Debt service ratio as a percentage of noncapital expenditures was calculated by dividing debt service expenditures excluding bond issuance cost by total non-capital expenditures. Fiscal Year CITY OF GILROY CHANGES IN FUND BALANCE - GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) 184 10.A.a Packet Pg. 448 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 33,902,225$ 37,190,336$ 40,177,903$ 41,350,739$ 43,512,402$ 51,483,855$ 2,088,024 2,847,912 3,720,755 2,713,733 2,751,137 3,487,338 5,235,608 3,260,688 4,291,272 3,748,000 4,047,728 3,913,484 17,081,714 17,396,590 24,960,535 18,973,863 22,820,605 11,501,828 226,220 281,580 266,163 293,899 208,305 239,873 - - - - - - 697,612 600,960 608,641 762,671 1,084,408 1,247,543 - - - - - - 1,464,470 2,128,737 2,059,106 1,604,397 1,635,888 1,990,459 60,695,873 63,706,803 76,084,375 69,447,302 76,060,473 73,864,380 4,073,708 4,025,604 4,532,241 4,906,824 5,103,946 5,760,831 27,448,432 28,845,371 29,867,361 30,830,873 31,781,515 34,062,421 6,072,624 6,322,864 6,764,060 7,231,274 7,723,166 7,831,193 10,031,035 16,393,573 14,675,204 11,052,313 14,993,509 15,421,483 25,745,000 2,215,000 2,305,000 2,459,619 2,558,818 2,654,708 3,525,898 3,557,829 3,479,710 3,410,441 3,302,252 3,448,556 275,515 2,582 - - - 112,903 77,172,212 61,362,823 61,623,576 59,891,344 65,463,206 69,292,095 (16,476,339) 2,343,980 14,460,799 9,555,958 10,597,267 4,572,285 3,574,115 4,318,330 6,803,782 4,233,745 4,503,781 4,236,075 (7,154,454) (11,012,940) (8,521,471) (4,910,768) (6,659,253) (5,876,422) - 959,229 241,926 - - - 23,120,000 - - - - - - - - - - (8,565,000) 1,138,052 - - - 8,633,538 20,677,713 (5,735,381) (1,475,763) (677,023) (2,155,472) (1,571,809) $4,201,374 ($3,391,401) $12,985,036 $8,878,935 8,441,795$ 3,000,476$ 39.37% 10.81%9.52%9.97%9.58%9.53% 2,831,468 7,967,777 870,322 1,003,386 4,284,158 5,261,085 Fiscal Year 185 10.A.a Packet Pg. 449 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018Outlet Center2,319,603$ 2,358,906$ 2,552,694$ 2,833,256$ 2,845,863$ 2,867,431$ 2,899,778$ 2,747,030$ 2,669,216$ 2,571,713$ Newman Development2,020,221 2,008,741 2,070,313 2,131,034 2,201,623 2,230,855 2,332,215 2,426,698 2,500,961 2,529,804 Regency Center842,960 887,223 923,509 940,836 949,436 946,073 965,112 999,738 968,005 987,417 Downtown Core218,562 188,685 191,131 224,977 271,227 296,354 316,595 356,687 398,344 385,497 General Retail5,401,346 5,443,555 5,737,647 6,130,103 6,268,149 6,340,713 6,513,700 6,530,153 6,536,526 6,474,431 Auto Dealers900,899 827,840 871,311 1,045,717 1,131,680 1,649,758 2,136,541 2,633,013 3,224,719 3,691,038 Service Stations1,021,341 1,104,099 1,355,605 1,543,421 1,457,239 1,442,888 1,292,736 1,094,398 1,064,232 1,290,582 Transportation1,922,240 1,931,939 2,226,916 2,589,138 2,588,919 3,092,646 3,429,277 3,727,411 4,288,951 4,981,620 Others3,111,215 3,244,461 3,234,205 3,284,517 3,344,680 3,697,010 3,695,108 4,018,337 4,263,541 4,632,323 Allocation from Stateand County1,215,554 919,513 1,621,404 1,829,803 1,912,529 1,292,761 2,220,825 3,608,834 2,679,451 2,152,877 Total11,650,355$ 11,539,468$ 12,820,172$ 13,833,561$ 14,114,277$ 14,423,130$ 15,858,910$ 17,884,735$ 17,768,469$ 18,241,251$ Population48,627 48,853 49,316 50,081 51,505 52,413 53,000 55,170 55,936 55,615 Sales Tax Per Capita240236260276274275299324318328Sources: MBIA MuniServices Company State of California, Department of Finance, Population Estimates for California CitiesNote: FY 2018 sales tax data is not available at the time of this reporting.Fiscal YearCITY OF GILROYSALES TAX BY CATEGORYLAST TEN FISCAL YEARS(in $000)050100150200250300350020004000600080001000012000140001600018000200002009 2010 2011 2012 2013 2014 2015 2016 2017 2018ThousandsOthersState/CountyTransporationGen.RetailPer Capita18610.A.a Packet Pg. 450 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019State of California7.250% 7.250% 6.250% 6.500% 6.500% 6.500% 6.250% 6.000% 6.000% 6.000%Santa Clara County (SCC) Transportation Funds0.250% 0.250% 0.250% 0.250% 0.250% 0.250% 0.250% 0.250% 0.250% 0.250%City of Gilroy0.750% 0.750% 0.750% 0.750% 0.750% 0.750% 1.000% 1.000% 1.000% 1.000%SCC Retail Transactions and Use Tax - - - 0.125% 0.125% 0.125%0.125% 0.125% 0.125% 0.125%SCC Transactions and Use Tax - - - - - - - - - - SCC Transit District 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500%SCC Valley Transportation Authority 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500%SCC VTA Bay Area Rapid Transit - - - 0.125% 0.125% 0.125%0.125% 0.125% 0.125% 0.125%Silicon Valley Transportation Solutions Tax- - - - - - - 0.500% 0.500% 0.500%Total9.250% 9.250% 8.250% 8.750% 8.750% 8.750% 8.750% 9.000% 9.000% 9.000%Source: California Department of Tax and Fee AdministrationCITY OF GILROYSALES TAX RATESLAST TEN YEARSYear0.00%2.00%4.00%6.00%8.00%10.00%2010201120122013201420152016201720182019TotalGilroy18710.A.a Packet Pg. 451 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 188 10.A.a Packet Pg. 452 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Taxpayer Business Type Taxpayer Business Type Arco AM/PM Mini Marts Service Stations Banana Republic Family Apparel Best Buy Stores Appliance Stores Best Buy Stores Appliance Stores Blinkforhome.Com Office Eqpmt Store Calvin Klein Family Apparel Chevron Service Stations Service Stations Chevron Service Stations Service Stations Coach Stores Specialty Stores Coach Stores Specialty Stores Costco Wholesale General Stores Costco Wholesale General Stores Garlic Travel Center Service Stations Garlic Travel Center Service Stations Gilroy Buick GMC New Car Dealers Gilroy Chevrolet Cadillac New Car Dealers Gilroy Chevrolet Cadillac New Car Dealers Gilroy Gas & Mini-Mart Service Stations Gilroy Toyota New Car Dealers Gilroy Honda New Car Dealers Home Depot Building Matls Store Gilroy Toyota New Car Dealers Kohl's Department Stores Department Stores Home Depot Building Matls Store Lowe's Home Centers Building Matls Store J.N. Abbott Distributor Oil & Gas Products McDonald's Restaurants Fast Food Restaurant Kohl's Department Stores Department Stores Nike Factory Store Family Apparel Lowe's Home Centers Building Matls Store Ross Stores Family Apparel McDonald's Restaurants Fast Food Restaurant Rotten Robbie Service Stations Service Stations Nike Factory Store Family Apparel See Grins RV Trailer & Supply Ralph Lauren Family Apparel Shell Service Stations Service Stations Rotten Robbie Service Stations Service Stations South County Chrysler Jeep Dodge Ram Fiat New Car Dealers Shell Service Stations Service Stations South County Hyundai of Gilroy New Car Dealers South County Chrysler Jeep Dodge Ram Fiat New Car Dealers Target Stores Department Stores South County Hyundai of Gilroy New Car Dealers Union 76 Service Stations Service Stations Target Stores Department Stores Vans Shoe Stores Union 76 Service Stations Service Stations Wal Mart Stores Department Stores Wal Mart Stores Department Stores Source: MuniServices, LLC / an Avenu Insights & Analytics Company 2019 2010 CITY OF GILROY PRINCIPAL SALES TAXPAYERS CURRENT YEAR AND NINE YEARS AGO 189 10.A.a Packet Pg. 453 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Net Taxable Gross Taxable Fiscal Gross Local Exempt Net Local Net Assessed Assessed Year Secured -Valuation =Secured +Net Utility +Unsecured =Valuation Valuation 2010 5,859,438,604 46,207,000 5,813,231,604 82,118,014 265,276,407 6,160,626,025 6,206,833,025 2011 5,515,703,007 47,031,600 5,468,671,407 80,918,014 232,541,079 5,782,130,500 5,829,162,100 2012 5,477,242,040 46,387,600 5,430,854,440 78,686,470 281,804,033 5,791,344,943 5,837,732,543 2013 5,467,139,776 46,209,800 5,420,929,976 72,086,470 266,918,393 5,759,934,839 5,806,144,639 2014 5,913,805,270 46,463,200 5,867,342,070 64,186,470 260,981,844 6,192,510,384 6,238,973,584 2015 6,395,754,046 46,050,200 6,349,703,846 52,530,836 265,879,967 6,668,114,649 6,714,164,849 2016 6,798,621,370 45,871,000 6,752,750,370 47,030,836 268,445,327 7,068,226,533 7,114,097,533 2017 7,385,130,561 46,578,000 7,338,552,561 42,130,836 273,713,487 7,654,396,884 7,700,974,884 2018 7,872,947,886 47,244,400 7,825,703,486 39,330,836 263,667,226 8,128,701,548 8,175,945,948 2019 8,445,397,378 48,090,000 8,397,307,378 38,939,704 256,724,279 8,692,971,361 8,741,061,361 Note: In 1978 the voters of the State of California passed Proposition 13 which limited property taxes to a total maximum rate of 1% based upon the assessed value of the property being taxed. Each year, the assessed value of property may be increased by an "inflation factor" (limited to a maximum increase of 2%). With few exceptions, property is only reassessed at the time that it is sold to a new owner. At that point, the new assessed value is reassessed at the purchase preice of property sold. The assessed valuation data shown above represents the only data currently available with respect to the actual market value of the taxable property and is subject to the limitations described above. Source: County of Santa Clara, Department of Finance CITY OF GILROY ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS 190 10.A.a Packet Pg. 454 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) FiscalBasic County SpecialTotalCity of Other SpecialTotalYearWide Levy County Levy CountyGilroy (1)DistrictsTax Rate (2)20101.000000.053401.053400.011600.176301.2413020111.000000.050701.050700.037500.187101.2753020121.000000.045901.045900.036500.130401.2128020131.000000.046301.046300.036500.136901.2197020141.000000.044701.044700.034000.146201.2249020151.000000.050301.050300.034000.146901.2312020161.000000.050001.050000.029000.135401.2144020171.000000.049801.049800.027200.191601.2686020181.000000.062061.062060.026000.179001.2670620191.000000.058901.058900.025000.131801.21570Notes:(1) In 2005 and 2006 the tax rate was only applicable to a certain tax district within Gilroy (2-007)(2) The above tax rates are applied per $100 of assessed valuationIn 1978 the voters of the State of California passed Proposition 13 which sets the property tax rate at a 1.00% fixed amount. This 1.00% is shared by all taxing agencies for which the subject property resides within. The City of Gilroy's share is approximately 10%.In addition to the 1.00% fixed amount, property owners are charged taxes as a percentage of assessed property values for the paymentof voter approved bonds.Source: County of Santa Clara, Department of FinanceCITY OF GILROYPROPERTY TAX RATES - ALL OVERLAPPING GOVERNMENTSLAST TEN FISCAL YEARS0.000000.200000.400000.600000.800001.000002010201120122013201420152016201720182019Series3Series1Series219110.A.a Packet Pg. 455 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) % of Total % of Total Assessed Assessed Assessed Assessed Valuation Valuation Owner Valuation Valuation Simon Property Group 212,500,510 2.44% Simon Property Group 197,424,794 3.25% Excel Gilroy Llc 76,258,822 0.88% Bernstein Jan A - 0.00% Olam West Coast Inc.66,185,136 0.76% Lakha Properties Gilroy LLC - 0.00% United Natural Foods West Inc.58,305,350 0.67% Conagra Inc - 0.00% Mabury Vineyards Llc 54,611,973 0.63% Inland Western Gilroy I LLC - 0.00% Pacheco Pass Retail Xii Llc 44,961,600 0.52% Health Care REITs Inc.- 0.00% Calatlantic Group Inc.34,136,499 0.39% Shapell Industries Inc.- 0.00% Wal Mart Real Est Bus Trt 33,263,694 0.38% South Valley Apts LLC 27,093,667 0.45% 7610 Isabella Way Llc 30,324,314 0.35% Wal Mart Real Est Bus Trt - 0.00% E P G South Valley Plaza Llc 27,000,000 0.31% Creekside At Eagle Ridge Devel - 0.00% Saint Louise Regional Hosp 26,425,166 0.30% Mccarthy Gilroy LLC - 0.00% Calpine Gilroy Cogen L P 25,274,162 0.29% Calpine Gilroy Cogen L P 23,781,238 0.39% Costco Wholesale Corp A Ws Cor 22,662,164 0.26% Costco Wholesale Corp A Ws Cor 20,583,628 0.34% Monterey Gourmet Foods 19,597,848 0.23% CP6SV LLC - 0.00% Redwoods Wheeler L P 19,108,028 0.22% Bonfante Gardens, Inc.- 0.00% Target Corp 17,314,602 0.20% Gilroy Country Oaks ESTS LLC 15,298,641 0.25% First Street Gilroy I Llc 17,300,000 0.20% Kelly-Kehriotis Partners LLC - 0.00% Hd Dev Of Maryland Inc.16,965,107 0.20% Target Corp - 0.00% Mission Park Gilroy Llc 16,351,509 0.19% TIN Inc.- 0.00% Lee James Trustee 16,000,000 0.18% Inland Container Corp & Inland - 0.00% Gilroy Village Shopping Center 15,575,741 0.18% Adelaide Pines LLC 13,762,290 0.23% Lowes Hiw Inc. A Ws Corp 14,896,738 0.17% HD Dev Of Maryland Inc.15,593,207 0.26% Gilroy Sky Llc 14,565,600 0.17% Gilroy Village Shopping Center - 0.00% Avery Cypress Pointe Lp 14,331,076 0.16% Lowes HIW Inc. A Ws Corp 12,591,443 0.21% Town Place Llc 14,084,103 0.16% Kaiser Foundation Health Plan 12,444,271 0.20% Lakha Properties Gilroy Llc - 0.00%80,123,392 1.32% Conagra Inc - 0.00%67,749,862 1.11% Inland Western Gilroy I Llc - 0.00%65,043,911 1.07% Health Care Reit Inc - 0.00%34,938,406 0.57% Shapell Industries Inc - 0.00%30,910,696 0.51% Mccarthy Gilroy Llc - 0.00%26,677,703 0.44% South Valley Apts Llc - 0.00%25,137,743 0.41% Creekside At Eagle Ridge Devel - 0.00%24,696,672 0.41% Cp6Sv Llc - 0.00%20,747,306 0.34% Chinatown Llc - 0.00%19,650,329 0.32% Gilroy Country Oaks Ests Llc - 0.00%18,184,824 0.30% Kelly-Kehriotis Partners Llc - 0.00%15,695,264 0.26% Adelaide Pines Llc - 0.00%14,800,644 0.24% Hd Development Of Maryland,Inc - 0.00%14,353,045 0.24% Tin Inc.- 0.00%14,135,553 0.23% Garlic Farm Annex Llc - 0.00%12,272,410 0.20% 907,999,742$ 10.45%823,690,939$ 13.55% Gross Local Secured Valuation 8,692,971,361$ 100.00%6,078,508,011$ 100.00% Note: GASB Statement 44 requires the presentation of information about the principal revenue payers for the current year and nine years prior. Source: Santa Clara County Assessor data, MuniServices, LLC / an Avenu Insights & Analytics Company Owner CITY OF GILROY PRINCIPAL PROPERTY TAXPAYERS CURRENT YEAR AND NINE YEARS AGO 2019 2010 192 10.A.a Packet Pg. 456 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fiscal Tax Levied Year Ended for the Percent Percent June 30, Fiscal Year Amount of Levy Amount of Levy 2010 6,022,900 6,111,610 101.47% 6,111,610 101.47% 2011 5,656,421 5,591,508 98.85% 5,591,508 98.85% 2012 5,664,737 5,609,406 99.02% 5,609,406 99.02% 2013 5,634,085 5,622,101 99.79% 5,622,101 99.79% 2014 6,054,088 6,029,696 99.60% 6,029,696 99.60% 2015 6,515,197 6,547,657 100.50% 6,547,657 100.50% 2016 6,903,278 6,963,327 100.87% 6,963,327 100.87% 2017 7,472,764 7,487,528 100.20% 7,487,528 100.20% 2018 7,941,242 7,941,242 100.00% 7,941,242 100.00% 2019 8,521,868 8,521,868 100.00% 8,521,868 100.00% Source: Finance Department, County of Santa Clara PROPERTY TAX LEVIES AND COLLECTION CITY OF GILROY Note: The amounts presented include City secured and supplemented property taxes. Total Collections to Date The City of Gilroy is on Santa Clara County's teeter program. Therefore, secured revenue is based on net levy, rather than collection. Fiscal Year of Levy Collected within the LAST TEN FISCAL YEARS 193 10.A.a Packet Pg. 457 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) GeneralTaxLeaseSpecialTotalObligation Allocation Notes &RevenueAssessment Revenue GovernmentalFiscal YearBonds (4)BondsLoansBonds (4)BondsBondsActivities201010,724,640 1,500,000 46,370,000 1,130,000 59,724,640 201134,529,124 24,340,000 25,410,269 870,000 85,149,393 201233,860,997 24,340,000 24,438,409 - 82,639,406 201333,162,870 24,340,000 23,710,455 - 81,213,325 201432,434,743 - 47,182,360 - 79,617,103 201531,681,616 959,229 45,587,503 - 78,228,348 201630,893,489 1,201,155 43,937,647 - 76,032,291 201730,080,362 1,126,536 42,232,790 - 73,439,688 201829,247,235 1,082,253 40,462,933 - 70,792,421 201928,305,209 948,011 38,623,072 - 67,876,292 WastewaterTotal% ofRevenuePrimary Property Net Debt PerFiscal YearBonds (3) (4)Government (1)Assessed Value (2)Capita2010 26,168,102 85,892,742 1.39% 1,758 2011 25,935,334 111,084,727 1.92% 2,253 2012 24,237,585 106,876,991 1.85% 2,134 2013 22,384,827 103,598,152 1.80% 2,011 2014 20,477,068 100,094,171 1.62% 1,910 2015 18,519,310 96,747,658 1.45% 1,825 2016 16,491,551 92,523,842 1.31% 1,677 2017 14,393,793 87,833,481 1.15% 1,570 2018 12,206,034 82,998,455 1.02% 1,484 2019 9,928,276 77,804,568 0.90% 1,391 Source:(1)Finance Department, City of Gilroy(2)Finance Department, County of Santa Clara(3)In 2010, the City issued revenue refunding bonds to refinance an existing installment payment obligation.(4)Presented net of related premiums, discounts, and adjustments.(5)GO Bonds Series 2009 refinanced on June 1, 2019 to Series 2019.CITY OF GILROYRATIO OF OUTSTANDING DEBT BY TYPELAST TEN FISCAL YEARSGovernmental ActivitiesBusiness-type Activities19410.A.aPacket Pg. 458Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Ratio ofGeneral Tax Net General Bonded GeneralObligation Allocation Assessed Debt to Net Bonded DebtFiscal YearBonds (4)BondsTotal (1)Value (2)Population (3)Assessed Value Per Capita2010 10,724,640 10,724,640 6,160,626,025 48,853 0.174%220201134,529,124 34,529,124 5,782,130,500 49,316 0.597%700201233,860,997 33,860,997 5,791,344,943 50,081 0.585%676201333,162,870 33,162,870 5,759,934,839 51,505 0.576%644201432,434,743 32,434,743 6,192,510,384 52,413 0.524%619201531,681,616 31,681,616 6,668,114,649 53,000 0.475%598201630,893,489 30,893,489 7,068,226,533 55,170 0.437%560201730,080,362 30,080,362 7,654,396,884 55,936 0.393%538201829,247,235 29,247,235 8,128,701,548 55,615 0.360%526201928,305,209 28,305,209 8,692,971,361 55,928 0.326%506Sources:(1)Finance Department, City of Gilroy(2)Finance Department, County of Santa Clara(3)State of California, Department of Finance, Population Estimates for California Cities(4)Presented net of related premiums, discounts, and adjustments.Outstanding General DebtLAST TEN FISCAL YEARSRATIO OF GENERAL BONDED DEBT OUTSTANDINGCITY OF GILROY49 49 50 52 52 53 55 56 56 56 44464850525456580.00000.00100.00200.00300.00400.00500.00600.00702010 2011 2012 2013 2014 2015 2016 2017 2018 2019Population (in Thousands)Bonded Debt Per CapitaPopulation vs Bonded Debt Per Capita48,853 49,316 50,081 51,505 52,413 53,000 55,170 55,936 55,615 55,928Ratio of General Bonded Debt Per Capita19510.A.a Packet Pg. 459 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) City Gross Taxable Assessed Valuation 8,741,061,361$ Total Debt City’s Share DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: 6/30/2019 % Applicable (1) of Debt Santa Clara County 947,220,000$ 1.810% 17,144,682$ Gavilan Joint Community College District 126,735,000 26.316% 33,351,583 Gilroy Unified School District General Obligation Bonds 247,429,437 8.177% 202,325,525 City of Gilroy 27,983,538 100.000% 27,983,538 City of Gilroy Community Facilities District No. 2000-1 7,815,860 100.000% 7,815,860 Santa Clara Valley Water District Benefit Assessment District 73,570,000 1.810%1,331,617 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT 289,952,805 DIRECT AND OVERLAPPING GENERAL DEBT: Santa Clara County General Fund Obligations 987,719,120 1.810%17,877,716 Santa Clara County Pension Obligation Bonds 352,378,882 1.810%6,378,058 Santa Clara County Board of Education Certificates of Participation 4,255,000 1.810%77,016 Gavilan Joint Community College District Certificates of Participation 13,486,000 26.316%3,548,976 Gilroy Unified School District Certificates of Participation 25,110,000 81.771%20,532,698 City of Gilroy General Fund Obligations 37,515,000 100.000%37,515,000 Santa Clara County Vector Control Certificates of Participation 2,245,000 1.810%40,635 Total Gross Direct And Overlapping General Fund Debt 85,970,099 Less: Santa Clara County Support Obligations 5,825,819 TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND DEBT 80,144,280 TOTAL DIRECT DEBT 65,498,538 TOTAL GROSS OVERLAPPING DEBT 310,424,366 TOTAL NET OVERLAPPING DEBT 304,598,547 GROSS COMBINED TOTAL DEBT 375,922,904 (2) NET COMBINED TOTAL DEBT 370,097,085 (1) (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. Ratios to 2018-19 Assessed Valuation: Direct Debt ($27,983,538) 0.32% Total Direct and Overlapping Tax and Assessment Debt 3.32% Total Direct Debt ($65,498,538)0.75% Gross Combined Total Debt 4.30% Net Combined Total Debt 4.23% AB: ($500) Sources: County of Santa Clara, Department of Finance California Municipal Statistics The percentage of overlapping debt applicable to the city is estimated using taxable assessed property value. Applicable percentages were estimated by determining the portion of the overlapping district's assessed value that is within the boundaries of the city divided by the district’s total taxable assessed value. CITY OF GILROY SCHEDULE OF DIRECT AND OVERLAPPING BONDED DEBT JUNE 30, 2019 196 10.A.a Packet Pg. 460 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Gross Taxable Total General Fiscal Assessed Debt Limit Obligation Legal Debt Total Debt to Year Valuation Rate (1)Debt Limit Bonds Margin Debt Limit Ratio 2010 6,206,833,025 15%931,024,954 10,500,000 920,524,954 1.1% 2011 5,829,162,100 15%874,374,315 33,830,000 840,544,315 3.9% 2012 5,837,732,543 15%875,659,881 33,190,000 842,469,881 3.8% 2013 5,806,144,639 15%870,921,696 32,520,000 838,401,696 3.7% 2014 6,238,973,584 15%935,846,038 31,820,000 904,026,038 3.4% 2015 6,714,164,849 15% 1,007,124,727 31,095,000 976,029,727 3.1% 2016 7,114,097,533 15% 1,067,114,630 30,335,000 1,036,779,630 2.8% 2017 7,700,974,884 15% 1,155,146,233 29,550,000 1,125,596,233 2.6% 2018 8,175,945,948 15% 1,226,391,892 28,745,000 1,197,646,892 2.3% 2019 8,741,061,361 15% 1,311,159,204 27,983,538 1,283,175,666 2.1% (1)Section 1108 of the City of Gilroy Charter limits the general obligation bonds of the City to 15% of total assessed value of real and personal property within the City. Source: County of Santa Clara, Department of Finance CITY OF GILROY LEGAL DEBT MARGIN INFORMATION LAST TEN FISCAL YEARS 197 10.A.a Packet Pg. 461 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2010 2011 2012 2013 Gross revenues Charges for services 7,500,914$ 8,012,406$ 8,170,711$ 8,441,024$ Investment income 349,490 646,240 451,737 283,816 Rate Stabilization Fund Balance - - - 750,000 Transfer from Sewer Impact Fund 556,587 287,600 674,534 704,007 Total gross revenues 8,406,991 8,946,246 9,296,982 10,178,847 Operating expenses Operations 3,729,613 4,618,320 5,259,612 5,893,404 Billing 479,835 467,355 551,109 533,611 Administration 198,448 182,670 237,750 279,787 Claims and judgments - - - - Total operating expenses 4,407,896 5,268,345 6,048,471 6,706,802 Net Revenues 3,999,095$ 3,677,901$ 3,248,511$ 3,472,045$ Series 1999 installment payments / Refunding series 2010 payments 2,877,988$ 886,181$ 2,462,276$ 2,571,000$ Gross revenue debt service coverage 292.11% 1009.53% 377.58% 395.91% Net revenue debt service coverage 138.95% 415.03% 131.93% 135.05% Funds available Sewer Development Capital Project Fund 9,957,540$ 8,519,976$ 10,391,910$ 11,416,503$ Sewer Fund cash and cash equivalent 30,196,023 30,519,114 29,427,892 29,267,803 Rate Stabilization Fund - - - 750,000 Total funds available 40,153,563$ 39,039,090$ 39,819,802$ 41,434,306$ Days funds on hand 2,500 2,114 1,776 1,593 CITY OF GILROY REVENUE BOND COVERAGE - WASTEWATER SYSTEM LAST TEN FISCAL YEARS Operating expenses for FY 2009-10 includes a surplus transfer to SCRWA of $802,016, which was treated as an adjustment to the debt service calculation Fiscal Year 198 10.A.a Packet Pg. 462 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 9,168,356$ 10,336,111$ 11,773,938$ 12,644,730$ 12,720,141$ 12,904,657$ 370,199 257,938 210,826 188,300 241,144 593,929 - - - - - - 705,356 700,544 700,111 696,546 697,198 694,146 10,243,911 11,294,593 12,684,875 13,529,576 13,658,483 14,192,732 5,612,274 6,281,516 7,296,107 7,454,895 7,466,650 8,339,489 559,262 588,131 612,551 594,654 618,400 668,982 375,945 377,770 500,398 472,465 558,846 706,101 - - - - - - 6,547,481 7,247,417 8,409,056 8,522,014 8,643,896 9,714,572 3,696,430$ 4,047,176$ 4,275,819$ 5,007,562$ 5,014,587$ 4,478,160$ 2,576,576$ 2,566,950$ 2,566,550$ 2,558,687$ 2,562,738$ 2,557,625 397.58% 440.00% 494.24% 528.77% 532.96% 554.92% 143.46% 157.66% 166.60% 195.71% 195.67% 175.09% 12,304,205$ 10,362,866$ 11,481,078$ 12,964,741$ 14,534,002$ 13,533,945$ 27,625,188 26,336,933 18,537,029 16,777,330 17,391,216 17,687,792 750,000 750,000 750,000 750,000 750,000 750,000 40,679,393$ 37,449,799$ 30,768,107$ 30,492,071$ 32,675,218$ 31,971,737$ 1,540 1,326 805 719 734 665 Fiscal Year 199 10.A.a Packet Pg. 463 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Net Taxable Per Capita Average Fiscal Assessed Taxable Property Unemployment Year Population (1)Values (2)Values Rate % (3) 2010 48,853 6,160,626,025 126,105 16.3% 2011 49,316 5,782,130,500 117,247 14.6% 2012 50,081 5,791,344,943 115,640 12.7% 2013 51,505 5,759,934,839 111,833 10.4% 2014 52,413 6,192,510,384 118,148 8.6% 2015 53,000 6,668,114,649 125,813 6.9% 2016 55,170 7,068,226,533 128,117 5.7% 2017 55,936 7,654,396,884 136,842 4.9% 2018 55,615 8,128,701,548 146,160 4.9% 2019 55,928 8,692,971,361 155,431 2.5% Note: Data for personal income is not readily available; the City used taxable assessed values to calculate per capita taxable property values. Sources: 1 State of California, Department of Finance, Population Estimates for California Cities 2 County of Santa Clara, Finance Agency 3 State of California, Employment and Development Department, Labor Market Information Division CITY OF GILROY DEMOGRAPHICS AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS 200 10.A.a Packet Pg. 464 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Number of % of Total Number of % of Total Company or Organization Employees Rank Employment Employees Rank Employment Gilroy Unified School District*1,148 1 3.85% Christopher Ranch LLC 951 2 3.19% 800 1 4.08% Saint Louise Regional Hospital 440 3 1.48% 550 2 2.81% Community Solutions 331 4 1.11% Wal-Mart 274 5 0.92% 395 5 2.01% Costco Wholesale 263 6 0.88% 220 7 1.12% City of Gilroy 262 7 0.88% Gavilan College **229 8 0.77% Rebekah Childrens Services 226 9 0.76% Cintas Corporation 180 10 0.60% Olam International (Formaly ConAgra-Gilroy Foods)0.00% 500 4 2.55% Gilroy Gardens Theme Park (formerly Bonfante)500 3 2.55% Monterey Gourmet Foods 225 6 1.15% Kaiser Permanente 200 8 1.02% International Paper 180 10 0.92% Headstart Nursery 180 9 0.92% Total Top 10 Employers 4,304 14.44% 3,750 19.13% Total City Labor Force (1)29,800 N/A Source: MuniServices, LLC / an Avenu Insights & Analytics Company Results based on direct correspondence with city’s local businesses. (1) Total City Labor Force provided by EDD Labor Force Data. 2013-14 previously published CAFR. * Includes FTE & PTE. ** Includes Permanent Employees Only CITY OF GILROY PRINCIPAL EMPLOYERS CURRENT AND FIVE YEARS AGO 2019 2014 201 10.A.a Packet Pg. 465 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Function / Program 2010 2011 2012 2013 Administration 5 5 6 6 City Council and Mayor 7 7 7 7 Community Development 16 17 18 18 Finance 12 13 14 13 Fire 36 43 39 41 Fleet and Facilities 10 9 10 10 Human Resources 3 3 3 3 Information Technology 3 3 2 4 Police 85 87 87 87 Public Works 34 34 34 34 Recreation 8 9 11 11 219 230 231 234 Source: City of Gilroy, Finance Department Fiscal Year CITY OF GILROY FULL TIME EQUIVALENT CITY EMPLOYEES BY FUNCTION / PROGRAM FISCAL YEAR 2009 - 2018 202 10.A.a Packet Pg. 466 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 5 4 5 5 6 6 7 7 7 7 7 7 20 21 21 18 18 21 13 13 13 11 13 14 39 40 39 35 36 37 10 10 10 10 10 10 4 4 4 4 4 4 4 2 2 3 3 4 88 93 94 87 92 94 36 38 43 40 42 54 11 11 12 10 11 11 237 243 250 230 242 262 Fiscal Year 203 10.A.a Packet Pg. 467 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Function / Program 2010 2011 2012 2013 General Government Number of Business Licenses Issued 2,624 2,967 2,958 2,855 Total Volunteer Service Hours 28,649 29,668 31,905 29,566 Total City-Wide Training Hours Provided 1,246 1,538 3,513 1,300 Total Vehicle Work Orders Generated 2,545 2,631 3,118 2,919 Total Facilities Work Orders Generated 1,587 1,576 1,660 1,658 Public Safety Police Number of 911 Calls Received 17,237 21,206 22,328 24,074 Number of Police Calls for Service 53,316 59,177 59,361 58,124 Number of Investigations Assigned to Detectives 1,276 816 781 769 Number of Case Reports Processed 11,036 10,780 10,708 11,956 Fire Total Calls for Service 3,333 3,746 4,014 4,322 Total Fire Calls 165 179 172 178 Total Emergency Medical Aid Calls 2,150 2,340 2,410 2,566 Community Development Number of Building Inspections Completed 5,952 9,378 14,055 13,938 Number of Building Permits Processed 886 1,212 1,160 1,158 Number of Fire Code Permits Issued 425 525 587 577 Public Works Square Feet of Chip Seal/Slurry Seal/Crack Seal Completed 30,000 10,000 430,000 660,000 Linear Feet of Preventive Cleaning 350,000 600,000 540,000 640,000 Million Gallons of Wastewater Treated per Day 6.46 6.76 6.39 6.27 Million Gallons of Municipal Water Produced per Day 7.13 7.31 7.71 8.32 Million Gallons of Wastewater Flow per Day (COG)3.60 3.91 3.70 3.58 Number of Utility Billing Customers 12,801 12,958 13,210 13,540 Recreation Number of Registrations Processed 4,169 4,166 5,075 7,405 Number of Meals Provided to Seniors Annually 20,071 18,392 17,744 19,459 Source: City of Gilroy, Various City Departments * Statistic not available ** Available Data Reflects 3 of 4 qtrs of 2016 Fiscal Year CITY OF GILROY OPERATING INDICATORS BY FUNCTION / PROGRAM LAST TEN FISCAL YEARS 204 10.A.a Packet Pg. 468 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 2,615 3,034 2,685 3,166 3,800 3,965 35,439 32,598 34,723 33,855 31,505 28,460 1,245 1,957 2,356 3,112 3,200 2,688 2,739 3,146 2,629 2,478 1,428 1,327 1,613 1,542 1,445 1,317 1,428 1,411 27,753 28,498 ** 21,044 ** 23,744 23,484 22,235 58,112 62,200 62,071 63,887 63,073 64,134 727 821 913 845 815 986 11,926 13,566 12,621 12,320 12,478 11,075 4,557 5,131 5,007 5,441 5,374 5,555 182 179 223 223 265 282 2,802 3,341 3,323 3,735 3,707 3,739 14,101 21,592 24,500 23,623 17,991 17,450 1,706 2,042 2,197 1,903 1,970 2,050 567 819 839 476 1,060 1,230 930,000 90,000 274,479 712,504 533,397 1,430,477 600,000 716,900 785,288 707,379 854,304 897,479 6.05 5.99 5.97 7.60 6.16 6.66 7.87 6.79 5.94 6.46 7.07 6.80 3.45 3.50 3.59 4.84 3.87 4.13 13,716 13,865 14,300 14,549 14,870 15,133 5,500 6,378 5,856 5,807 4,952 4,737 19,549 20,031 21,351 22,566 23,815 25,103 Fiscal Year 205 10.A.a Packet Pg. 469 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Function / Program 2010 2011 2012 2013 General Government City Buildings 55 55 55 55 Public Safety Police Police Stations 1 1 1 1 Police Vehicles 69 73 71 72 Fire Fire Stations 3 3 3 3 Fire Vehicles 20 20 20 20 Public Works Park Sites 16 16 16 16 Centerline Miles of Streets 146 151 156 159 Number of Streetlights 3,659 3,784 3,894 3,969 Miles of Storm Trunk Mains 30 30 30 31 Miles of Sewer Mains 101 102 108 110 Treatment Plant Dry Weather Flow Capacity (MGD)9 9 9 9 Water Meters in Municipal Service Area 12,905 13,063 13,319 13,651 Miles of Water Mains 108 109 116 120 Number of Fire Hydrants 1,815 1,815 1,948 1,960 Source: City of Gilroy, Various City Departments Fiscal Year CITY OF GILROY CAPITAL ASSET STATISTICS BY FUNCTION / PROGRAM FISCAL YEAR 2010 - 2019 206 10.A.a Packet Pg. 470 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) 2014 2015 2016 2017 2018 2019 55 55 55 55 57 57 1 1 1 1 1 1 76 79 86 87 83 103 3 3 3 3 3 3 20 20 20 21 20 19 16 16 16 16 19 19 118 120 119 126 151 166 4,150 4,150 4,773 4,794 4,841 4,861 31 31 31 37 39 40 110 111 111 151 160 161 9 9 9 9 9 9 13,831 14,127 14,669 14,783 14,450 15,133 121 152 152 204 205 210 2,048 2,150 2,265 2,290 1,948 2,229 Fiscal Year 207 10.A.a Packet Pg. 471 Attachment: City of Gilroy - PDF FINAL - 2019 CAFR (2621 : Receive CAFR FY19 Audit Report) Fiscal Year 2017-18 Corrected Limit 172,699,509$ Population Factor (City Growth)1.0050 Inflation Factor (California per capita income)1.0367 Fiscal Year 2018-19 Amended Limit 179,932,769$ DETERMINATION OF THE APPROPRIATIONS LIMIT CITY OF GILROY FY19 AMENDED 10.A.b Packet Pg. 472 Attachment: Gann Limit Calc Amended FY19 (2621 : Receive CAFR FY19 Audit Report) City of Gilroy STAFF REPORT Agenda Item Title: Amendment to the Fiscal Year 2019-2020 Budget in the Amount of $86,121 for Construction Management Services for the Bridge Deck Rehabilitation Project; No. 19-RFP-PW -421, Federal Project No. BPMP-5034(026) Meeting Date: February 3, 2020 From: Gabriel Gonzalez, City Administrator Department: Public Works Department Submitted By: Girum Awoke Prepared By: Girum Awoke Julie Oates Strategic Plan Goals ☐ Fiscal Stability ☐ Downtown Revitalization ☐ Economic Development ☐ Neighborhood Services  Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION Adopt a resolution of the City Council of the City of Gilroy amending the Fiscal Year 2019-2020 budget for the Transportation Grants Fund 224 increasing appropriations in the amount of $86,121. EXECUTIVE SUMMARY Staff recommends that the City Council adopt a resolution for a budget amendment of $86,121 for Fiscal Year 2019-2020 from the Transportation Grants Fund 224 to fund Construction Management Services for the Bridge Preventative Maintenance Program BPMP-5034(026). The total consultant contract amount for Construction Management Services with Biggs Cardosa Associates, Inc. is $97,279. The City’s matching funds of 10.B Packet Pg. 473 $11,158 for Construction Management Services will be funded through the Gas Tax 2103 Fund 213. The Federal Highway Administration (FHWA) will ultimately reimburse the City the amount of $86,121 for consultant-provided Construction Management Services and $40,396 for City staff time for managing the project during construction. BACKGROUND In April 2006 the State of California Department of Transportation (Caltrans) announced the creation of the Local Assistance Bridge Preventative Maintenance Program (BPMP). The purpose of the BPMP is to extend the life of bridges by performing certain qualifying items of work, classified as “preventative maintenance”, to keep these bridges in structurally good condition while conserving limited funds for other bridges which may require major rehabilitation or replacement. The BPMP program is funded through the Federal Highway Administration (FHWA) Highway Bridge Program (HBP), which, for the City of Gilroy, is administered through Caltrans District 4 Local Assistance. In February 2016, the City of Gilroy contracted with Bengal Engineering for engineering design services for the Bridge Preventative Maintenance Program (BPMP) project. The project includes cleaning and treating bridge decks with High Molecular Weight Methacrylate (HMWM) at six bridges throughout the City. The project will also include replacing traffic stripes and pavement markings, and other incidental and appurtenant work necessary for the proper construction of the improvements. In winter 2017, Bengal Engineering completed all the technical studies with the culmination of a NEPA Categorical Exclusion in July 2017 and a CEQA Categorical Exemption in September of 2017. In November 2018 the City received the final plans and specifications for the project. The City revalidated the NEPA and CEQA documents in winter 2018. ANALYSIS The City of Gilroy does not have a construction department or the staffing necessary to manage the project during construction. In addition, since this is a federally funded project, it will require a significant amount of paperwork which will need to be completed by the construction manager, construction inspector, and City staff. In February 2019 staff requested proposals from all six firms on the City's list of pre- qualified consultants for Construction Management Services. No proposals were received, so staff contacted the consultants to inquire why they did not propose on the project. A variety of reasons were given, including: 1. Too busy with other projects and not enough staff available. 2. Project is too small or they are located too far away to make it worth their while. 3. Project is not within their area of expertise. In March 2019 staff re-advertised the project in a major newspaper, posted the RFP on the City's website, and contacted several additional consultants to make them aware of 10.B Packet Pg. 474 the RFP. After re-advertising, staff received one proposal. The one proposing firm, Biggs Cardosa Associates, Inc. (Biggs Cardosa), was evaluated and determined to be highly qualified to perform the services. Staff proceeded to negotiate with Biggs Cardosa and agreed on a satisfactory contract amount of $97,279. Since the contract for Construction Management Services will be less than $100,000, the City Administrator has the authority to sign the contract and it will not need to go to the City Council for approval. The following bridges are included in the project: Bridge Number Feature Intersected Facility Carried Location 1 37C0363 West Branch Llagas Creek Church St 0.2 M N Ronan Ave 2 37C0352 West Branch Llagas Creek Farrell Ave 0.2 M W Monterey Rd 3 37C0321 Miller Slough Forest St BTWN I.O.O.F & Lewis 4 37C0320 Miller Slough Lewis St Near Forest St 5 37C0271 Miller Slough I.O.O.F Ave 0.1 M E Monterey Rd 6 37C0339 West Branch Llagas Creek Murray Ave 0.5 M N Leavesley Rd FISCAL IMPACT/FUNDING SOURCE In September 2019 the City received the Authorization to Proceed (E-76) for the project from Caltrans and the FHWA. The E-76 issued in September allocated $32,909 for Construction Management Services and City staff time. Staff requested additional funds of $110,000 to cover the cost of consultant-provided Construction Management Services and City staff time associated with managing a federally funded project during construction. In December 2019 the City received a revised E-76 that allocated a total $142,909. The City will ultimately be reimbursed $126,517 (88.53%) for the project’s Construction Management Services and City staff time during construction . A large portion (88.53%) of the Construction and Construction Management Services for this project will be funded through the FHWA’s Highway Bridge Program. The City’s matching funds of $11,158 (11.47%) for Construction Management Services will be funded through the Gas Tax 2103 Fund 213. The remaining funds for Construction Management Services ($86,121) will be funded through the Transportation Grants Fund 224. These funds will ultimately be reimbursed by the FHWA. The construction of the project was advertised for bids on December 18, 2019 and the bid opening date is scheduled for January 30, 2020. Staff will subsequently request another budget amendment to award construction of the project to the lowest responsible bidder. Construction of the project will be funded through the Transportation Grants Fund 224, and 88.53% of those funds will ultimately be reimbursed by the FHWA. 10.B Packet Pg. 475 Staff recommends that the City Council adopt the attached resolution to amend the budget for Fiscal Year 2019-2020, increasing appropriations in the Transportation Grants Fund 224 by $86,121 for Construction Management Services for the project. There is sufficient balance in the Transportation Grants Fund 224. ALTERNATIVES The City Council has two options: 1. Council may approve the budget amendment. STAFF RECOMMENDS THIS OPTION so a consultant services agreement for Construction Management Services with Biggs Cardosa Associates, Inc. can be executed and the bridge preventative maintenance project can proceed to construction. 2. Council may deny the request for a budget amendment. STAFF DOES NOT RECOMMEND THIS OPTION because without this amendment staff will not be able to proceed with the project. Attachments: 1. Resolution Fund 224 Budget Amendment 10.B Packet Pg. 476 RESOLUTION NO. 2020-XX RESOLUTION NO. 2020-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY AMENDING THE BUDGET FOR THE CITY OF GILROY FOR 2019-2020 AND APPROPRIATING PROPOSED EXPENDITURE AMENDMENTS WHEREAS, the City Administrator prepared and submitted to the City Council a budget for the City of Gilroy for Fiscal Year 2019-2020, and the City Council carefully examined, considered and adopted the same on June 3, 2019; and WHEREAS, City Staff have prepared and submitted to the City Council proposed amendments to said budget for Fiscal Year 2019-2020 for the City of Gilroy in the staff report dated February 3, 2020 for the award of construction management services to Biggs Cardosa Associates, Inc. for the Bridge Preventative Maintenance Program, City Project No. 19-RFP- PW-421, Federal Project No. BPMP-5034(026). NOW, THEREFORE, BE IT RESOLVED that the appropriations for Fiscal Year 2019-2020 in the Transportation Grants Fund 224 shall be increased by $86,121. PASSED AND ADOPTED this 3rd day of February, 2020 by the following roll call vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: APPROVED: ___________________________ Roland Velasco, Mayor ATTEST: __________________________________ Shawna Freels, City Clerk 10.B.a Packet Pg. 477 Attachment: Resolution Fund 224 Budget Amendment (2534 : Budget Amendment for Bridge Deck Rehabilitation Construction Management) City of Gilroy STAFF REPORT Agenda Item Title: Establishment of Two Separate City Council Ad Hoc Committees 1) Economic Development Ad Hoc Committee Related to Discussions with Sharks Sports & Entertainment LLC and 2) Budget Ad Hoc Committee to Identify Funding to Staff the Proposed Glen Loma Fire Station Meeting Date: February 3, 2020 From: Gabriel Gonzalez, City Administrator Department: Administration Submitted By: Gabriel Gonzalez Prepared By: Gabriel Gonzalez Trevin Barber Strategic Plan Goals ☐ Fiscal Stability ☐ Downtown Revitalization ☐ Economic Development ☐ Neighborhood Services ☐ Enhanced Public Safety ☐ Workforce Stability ☐ Public Engagement RECOMMENDATION Establish the two separate ad hoc committees, and appoint Council Members to serve on the Economic Development Ad Hoc Committee - Sharks Sports & Entertainment, and on the Budget Ad Hoc Committee - Glen Loma Fire Station Proposed Staffing. BACKGROUND On January 27, 2020, the City Council discussed establishing two Ad Hoc Committees and requested staff return on Feb 3, 2020, with an actionable agenda item to establish the committees. These committees would consist of 1) Economic Development Ad Hoc 10.C Packet Pg. 478 Committee Related to Discussions with Sharks Sports & Entertainment LLC and 2) Budget Ad Hoc Committee to Identify Funding to Staff the Proposed Glen Loma Fire Station. An Ad Hoc Committee is a temporary committee formed for a specific task or objective and for a limited term which is then dissolved after the completion of the task or achievement of the committee's objective. Economic Development Ad Hoc Committee On May 6, 2019 the City of Gilroy entered a one-year exclusivity period with Sharks Sports & Entertainment, LLC. The purpose of the exclusivity period is for both parties to conduct their due diligence and discuss/negotiate conceptual deal points for a non - binding memorandum of understanding for a future agreement for the management and operation of a proposed indoor ice arena to be operated by the Sharks organization. While details are still under discussion, the conceptual facility would likely include opportunities for a variety of sporting programs and events to include ice hockey and would be located off Monterey Road, as part of the Gilroy Sports P ark. Let the reader note that nothing has been determined and that neither the San Jose Sharks nor the San Jose Barracuda teams would re-locate to Gilroy as part of this project. The preliminary concept is to continue ongoing efforts to complete the Gilro y Sports Park Master Plan with an indoor recreational facility, of which could be operated by a private entity like the Sharks Sports & Entertainment, LLC. The purpose of an Ad Hoc Committee on this subject would be to enable Council Members to participate in an official capacity in preliminary negotiations with the Sharks Sports & Entertainment LLC. The purpose would be to work with the Sharks Sports & Entertainment, LLC in composing a draft memorandum of understanding (MOU). A draft MOU would include possible details on an operating and management agreement in the event the City partners with the Sharks Sports & Entertainment LLC on the development and operations of an indoor recreational facility in Gilroy. The Committee would further the City’s efforts to complete the Sports Park. The term of the committee would be until June 2020 culminating after the completion of the one -year exclusivity period with the Sharks Sports & Entertainment, LLC. Budget Ad Hoc Committee On December 2, 2019, the City Council approved the Glen Loma Ranch Fire Station Design and authorized a Notice to Proceed to the Glen Loma Corporation for the Construction of the Fire Station. The timeline for the construction of the station is based on the development of a set number of housing units. While this quota has not be met yet by the Glen Loma Corporation it is estimated to be within the next few years. As such, the City is with finding and allocating an annual operating budget for the new station. While there are many staffing options, all options will require significant changes to the City’s operational budget. Short of additional new funding, reduction to other department’s budget allocations will be required to afford staff at this new station. Due to the multitude of options and priorities that must be decided it was proposed that an Ad Hoc Committee would start the process of identifying funding to staff the station 10.C Packet Pg. 479 and possible options to consider for the budget. The Budget Ad Hoc Committee would meet until June 2020, culminating with the City Councils mid-cycle budget discussions for the FY20-FY 21 Budget. 10.C Packet Pg. 480