Fountain Valley City Council
November 19, 2024

EXHIBIT F

FIRST AMENDMENT TO AMENDED AND RESTATED LEASE

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (“First Amendment”) is made on _______________, 20__, by and between the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as “County” or “Lessor”) and CITY OF FOUNTAIN VALLEY, a municipal corporation (hereinafter referred to as “Tenant” or “City”). County and Tenant may sometimes be referred to herein individually as a “Party,” or collectively as the “Parties.”

R E C I T A L S

I. County is the owner of certain property known as Mile Square Regional Park, which consist of 640 acres of parkland located in the City of Fountain Valley, CA.

II. County and Tenant entered into an Amended and Restated Lease Agreement dated ________, ______, (“Lease”) to maintain and use the Premises for public park and recreational purposes, for the benefit and use of the general public.

III. On _______________, the Orange County Board of Supervisors approved the Lease with a recommended action in the Agenda Staff Report and accompanying Minute Order, which authorizes the Chief Real Estate Officer or designee to execute a First Amendment incorporating a completed survey of the Expansion Premises.

NOW THEREFORE, in consideration of the Recitals above, which are incorporated herein by this reference, the Parties do hereby agree to amend the Lease as of the date first written above as follows:

A. Clause 37 (ATTACHMENTS TO LEASE) is hereby deleted from the Amendment in its entirety and the following clause is substituted:

“37. ATTACHMENTS TO LEASE

This Lease includes the following, which are attached hereto and made a part hereof:

I. EXHIBIT C – Revised Legal Description of Expansion Premises II. EXHIBIT C- 1 – Revised Parcel Map of Expansion Premise

B. Any reference to “Exhibit C” in the Lease shall be replaced by “Exhibit C and C- 1.”

C. Wherever a conflict in the terms or conditions of this First Amendment and the Lease and/or the Amendment exists, the terms or conditions in this First Amendment shall prevail. In all other respects, the terms and conditions of the Lease and/or the Amendment not specifically changed by this First Amendment, shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this First Amendment the day and year first above written.

APPROVED AS TO FORM:

OFFICE OF COUNTY COUNSEL
County of Orange, California

By: _________________________________
Deputy

COUNTY

COUNTY OF ORANGE

By: _________________________________
Thomas A. Miller
Chief Real Estate Officer
as per ASR _____, Recommended
Action #__ and Minute Order dated
_____________.

TENANT

CITY OF FOUNTAIN VALLEY
A municipal corporation

By: ___________________________
_______________
Mayor

APPROVED AS TO FORM
By: __________________________
Attorney for City
ATTEST:

By: ________________________
______________
City Manager

EXHIBIT C
Revised Legal Description of Expansion Premises

EXHIBIT C-1
Revised Parcel Map of Expansion Premises

SECOND AMENDMENT TO

LICENSE AGREEMENT

BETWEEN THE CITY OF FOUNTAIN VALLEY AND

THE BOYS AND GIRLS CLUBS OF HUNTINGTON VALLEY
FOR THE USE OF PROPERTY DEPICTED IN EXHIBIT “A” AND 25 YEAR

EXTENSION TO THE LICENSE AGREEMENT
THIS SECOND AMENDMENT TO LICENSE AGREEMENT is made and entered into this _______ day of November 2024 by and between the City of Fountain Valley (hereinafter “City”), a municipal corporation, and the Boys and Girls Clubs of Huntington Valley, (hereinafter “Club”).

RECITALS
WHEREAS, the United States of America quitclaimed HOLF Mile Square Field to the County of Orange (hereinafter “County”) which requires that the property be devoted in perpetuity for a public park and for recreational uses; and WHEREAS, a condition of that quitclaim deed requires the County to lease a portion of that property to the City of Fountain Valley for fifty (50) years with additional periods of 50 years contingent upon the City developing a park and recreations uses; and
WHEREAS, the County has leased that property to the City and City has constructed a park and recreational uses on the property; and Whereas, pursuant to a Second Amendment of Lease County and City agreed to amend the lease to expand City’s leasehold premises by 23 acres to be developed for additional recreation facilities; and
WHEREAS, Club desired to construct a permanent building on the City’s Mile Square Park Recreation Center site and to operate it to provide recreational services to the people of the surrounding area; and
WHEREAS, Club desires to expand the permanent building on the City’s Mile Square Park Recreation Center site and to operate it to provide recreational services to the people of the surrounding area (Exhibit B); and
WHEREAS, Club agreed to provide those services that the City’s Recreation Department would otherwise provide, thereby providing valuable consideration in exchange for its right to use said site; and

WHEREAS, Club agreed to provide said services as a public service and agreed to make the programs available to the general public; and WHEREAS, Club and City agreed that Club would be able to occupy the site for twenty-five (25) years, subject to all limitations in the quitclaim deed and in the Lease between the City and County, and subject to the approval of the National Park Service, which was given; and
WHEREAS, Club has operated public programs as a public service for a public purpose on a portion of the City’s Mile Square Park Recreation Center property (attached and depicted hereto as Exhibit “A”) since April 9, 1985, at which time CITY and CLUB entered into a 25-year License Agreement (attached hereto as Exhibit “B”); and
WHEREAS, the original License Agreement entitled Club to a 25-year renewal of the rights granted by the License Agreement, contingent upon the approval of the Orange County Harbors, Beaches and Parks District and the National Parks Service; and
WHEREAS, Club desires a 25-year extension of the rights granted by the License Agreement, contingent upon the approval of the Orange County Harbors, Beaches and Parks District and the National Parks Service; and WHEREAS, COUNTY is the successor in interest to the Orange County Harbors, Beaches and Parks District; and
WHEREAS, Club has provided programs as a public service for a public purpose and made said programs available to the general public continuously for the past 25- years; and
WHEREAS, Club completed construction of a permanent building facility in 1997, thereby fulfilling its original intention for the property to provide recreational services to the people of the surrounding area; and
WHEREAS, approval of the 25-year renewal of the License Agreement shall be obtained from the National Park Service and County, as required by the License Agreement;
NOW, THEREFORE, the parties hereto AGREE as follows:

1. The term of the License Agreement is extended to April 8, 2060 pursuant to Section 11 of the License Agreement.

2. Expansion of the permanent building on the City’s Mile Square Park Recreation Center site and to operate it to provide recreational services to the people of the surrounding area (Exhibit B)

3. Except as expressly modified herein, the terms and conditions of License Agreement shall remain in effect.

In witness whereof, the parties hereto have entered into this Agreement the year first above written.

ATTEST:
__________________________
City Clerk
APPROVED AS TO FORM:
__________________________
City Attorney
APPROVED:

SIGNED AND CERTIFIED THAT A

COPY OF THIS DOCUMENT HAS

BEEN DELIVERED TO THE CHAIR OF
THE BOARD PER G.C. SEC 25103,
RESO 79-1535
ATTEST:
____________________________
Clerk of the Board of Supervisors
Orange County, California
By__________________________
Date________________________

LICENSOR

CITY OF FOUNTAIN VALLEY
________________________________
Mayor

LICENSEE

BOYS AND GIRLS CLUBS OF
HUNTINGTON VALLEY:
________________________________
Chief Executive Officer

COUNTY OF ORANGE
_______________________________
Chair, Board of Supervisors
Date___________________________

Exhibit A

DN
94’−6"
59’−9"
14’−7"
T
T
T
T
60' - 4 1/2" 80' - 2" 9' - 6" 13' - 9 1/2"
31' - 10 1/2" 16' - 4" 14' - 8" 34' - 2" 14' - 9"
31' - 8" 32' - 10" 69' - 10"
166' - 2 1/2"
24' - 8 1/2" 7' - 10 1/2"
31' - 7 1/2"
0' - 5"
6' - 4" 16' - 9"
27' - 8 1/2" 18' - 9"
11' - 3" 5' - 1"
44' - 6 1/2"
24' - 9"
24' - 8 5/8"
23' - 11 1/8"
7' - 10 1/2" 7' - 10" 8' - 2 1/8"
10' - 5"
24' - 8 5/8" 7' - 10"
(E) RESOURCE
CENTER
(E) ARTS /
CRAFTS
(E) STOR.
(E) ELECT.

ROOM
(E)

JANITOR
(E)
PANTRY
(E) KITCHEN

COMUNITY ROOM
(E) OFFICE
(E) OFFICE
(E) OFFICE
(E) ELECT.

ROOM
(E) REST.
(E)

STORAGE

RECEPTION
ROOM

VESTIBULE
(E) ACTIVITY
ROOM
GIRL'S

RESTROOM
BOY'S

RESTROOM
(E) CORR.
(E)
CORR.
(E) DISHWASH'G

GYMNASIUM
(E) STAGE
(E) DRESS'G (E) DRESS'G
(E) REHEARSAL
AREA
77' - 3"

EXISTING WALLS
EXISTING CONC.

WALKWAY
CLNG
ACCS
OFFICE
(E) KINDER ROOM
(E) OFFICE
(E) STO.

OUTLINE OF PROPOSED

ADDITION

THIS DRAWING IS A TOOL OF SERVICE AND AS SUCH

REMAINS THE EXCLUSIVE PROPERTY OF LUSARDI

CONSTRUCTION COMPANY, WHETHER WORK FOR
WHICH IT WAS RENDERED IS COMPLETED OR NOT.

UNAUTHORIZED USE OF THIS DRAWING FOR ANY

PURPOSE IS STRICTLY PROHIBITED WITHOUT PRIOR
CONSENT FROM LUSARDI CONSTRUCTION COMPANY.

SHEET

CALIFORNIA CORPORATE OFFICE
1570 LINDA VISTA DRIVE, SAN MARCOS, CA 92078
PHONE (760)744-3133, FAX (760) 744-9064
DATE:

DRAWN:

SCALE:

JOB NUMBER:
1/8" = 1'-0"
10/24/2023 4:44:55 PM G:\Prelim\Fountain Valley\Fountain Valley Boys Girls Club Opt B.rvt

CONCEPT PLAN FOR NEW ADDITION

BOYS & GIRLS CLUBS A
-1.0
Existing Floor Plan Kingston Branch
16582 Brookhurst St,
Fountain Valley CA 92708

CONCEPT PLAN FOR

NEW ADDITION

BOYS & GIRLS
CLUBS
10/24/2023
MR/AP
Prelim
1/8" = 1'-0"
1 Floor Plan Existing
No. Description Date
Exhibit B

DN
DN
94’−6"
59’−9"
14’−7"
T
T
T
T
A-3.0
A-3.0
2Proposed West
Elevation
1 South Elevation
166' - 2 1/2"
24' - 8 1/2" 94 1/2"
DANCE
(E) GAMES ROOM
5' - 4 1/2"
44' - 6 1/2"
(E) ELECT.

ROOM
50' - 5 1/4"
24' - 5 3/4" 24' - 5 3/4"
DANCE
DANCE
25' - 1"

STORAGE

EDUCATION
CENTER

GYMNASIUM

STORAGE
(E) FRONT
OFFICE
(E) ACTIVITY

CENTER (E) KINDER ROOM (E) ART ROOM
(E) ELECT.

ROOM
(E)

STORAGE
7' - 10"
(E) KITCHEN

TEEN ROOM
(E) GIRL'S

RESTROOM
(E) BOY'S

RESTROOM
(E) DRESS'G (E) DRESS'G
DANCE
RESTR.
6' - 4"
(E) PLATFORM
(E) REHEARSAL
AREA
EXISTING CONC.

WALKWAY
185' - 4"
8' - 0"

EXISTING COLUMNS
17' - 3 3/4" 50' - 0"
6' - 0"

EXISTING WALLS

EXISTING WALLS

EXISTING WALLS

EXISTING DOORS

EXISTING WINDOWS

EXISTING WINDOWS TO BE

REMOVED, INFILL OPENING
7' - 8 3/4" 16' - 7 3/8"
8' - 3"
51' - 5 1/2"
24' - 8 5/8"
49' - 9 1/2"
1,320 SF
1,321 SF
1,264.5 SF 1,147 SF

CORRIDOR
44"
16' - 7 1/2"
9' - 9"
60"
50' - 0"
opening

CORRIDOR
278 SF

HALLWAY
85 SF
64 1/2"
window
window window
window
window window
window window
window window window window

NEW COLUMNS TO

MATCH EXISTING

NEW ROOF TO MATCH

EXISTING

NEW ROOF TO MATCH

EXISTING
PROPOSED CONC.

WALKWAY 6' - 0"
PROPOSED CONC.

WALKWAY
26' - 4 1/4" 33' - 5" 50' - 3 3/4"

PROPOSED WALLS

NEW WALL
REST.

ADDITION 5,016 SF

THIS DRAWING IS A TOOL OF SERVICE AND AS SUCH

REMAINS THE EXCLUSIVE PROPERTY OF LUSARDI

CONSTRUCTION COMPANY, WHETHER WORK FOR
WHICH IT WAS RENDERED IS COMPLETED OR NOT.

UNAUTHORIZED USE OF THIS DRAWING FOR ANY

PURPOSE IS STRICTLY PROHIBITED WITHOUT PRIOR
CONSENT FROM LUSARDI CONSTRUCTION COMPANY.

SHEET

CALIFORNIA CORPORATE OFFICE
1570 LINDA VISTA DRIVE, SAN MARCOS, CA 92078
PHONE (760)744-3133, FAX (760) 744-9064
DATE:

DRAWN:

SCALE:

JOB NUMBER:

As indicated
10/24/2023 4:44:57 PM G:\Prelim\Fountain Valley\Fountain Valley Boys Girls Club Opt B.rvt

CONCEPT PLAN FOR NEW ADDITION

BOYS & GIRLS CLUBS A
-2.0
Proposed Floor Plan Kingston Branch
16582 Brookhurst St,
Fountain Valley CA 92708

CONCEPT PLAN FOR

NEW ADDITION

BOYS & GIRLS
CLUBS
10/24/23
MR/AP
Prelim
1/8" = 1'-0"
1 Floor Plan Proposed
No. Description Date

Level 1
0' - 0"
Parapet 1
14' - 0"
Parapet 2
28' - 0"

PROPOSED WALL EXISTING WALL

EXISTING WALLS

EXISTING ROOF

PROPOSED WALLS

PROPOSED COLUMN &

BEAMS TO MATCH EXISTING

EXISTING COLUMNS

EXTEND ROOF MATCH EXISTING
Parapet 1
14' - 0"
Parapet 2
28' - 0"

PROPOSED WALLS PROPOSED WALLS

EXISTING WALLS

PROPOSED COLUMN &

BEAMS TO MATCH EXISTING

EXISTING

COLUMNS

EXISTING ROOF

THIS DRAWING IS A TOOL OF SERVICE AND AS SUCH

REMAINS THE EXCLUSIVE PROPERTY OF LUSARDI

CONSTRUCTION COMPANY, WHETHER WORK FOR
WHICH IT WAS RENDERED IS COMPLETED OR NOT.

UNAUTHORIZED USE OF THIS DRAWING FOR ANY

PURPOSE IS STRICTLY PROHIBITED WITHOUT PRIOR
CONSENT FROM LUSARDI CONSTRUCTION COMPANY.

SHEET

CALIFORNIA CORPORATE OFFICE
1570 LINDA VISTA DRIVE, SAN MARCOS, CA 92078
PHONE (760)744-3133, FAX (760) 744-9064
DATE:

DRAWN:

SCALE:

JOB NUMBER:
3/16" = 1'-0"
10/24/2023 4:45:06 PM G:\Prelim\Fountain Valley\Fountain Valley Boys Girls Club Opt B.rvt

CONCEPT PLAN FOR NEW ADDITION

BOYS & GIRLS CLUBS A
-3.0
ElevationsKingston Branch
16582 Brookhurst St,
Fountain Valley CA 92708

CONCEPT PLAN FOR

NEW ADDITION

BOYS & GIRLS
CLUBS
10/17/2023
MR/AP
Prelim
3/16" = 1'-0"
1 South Elevation
4 3D View 2
3 3D View 1
3/16" = 1'-0"
2 Proposed West Elevation
5 3D View 3
No. Description Date

PROPOSED COLUMNS

CITY OF FOUNTAIN VALLEY

CITY COUNCIL

COUNCIL ACTION REQUEST
To: Honorable Mayor and Agenda Date: November 19, 2024
Members of the City Council
SUBJECT: Tyler Enterprise ERP (Munis) Software as a Service Agreement and ERP “Cloud” Migration
Three-Year Strategic Goals
☒ Enhance the culture and environment of “A Nice Place to Live” ☐ Achieve fiscal stability by evaluating processes, and attract and retain revenue producing businesses/opportunities
☐ Attract and retain quality staff through best practices and trends ☒ Maintain, build, and modernize infrastructure to support growth and future needs of the City
☐ Not applicable
EXECUTIVE SUMMARY:

The City’s current Enterprise Resource Planning System, Tyler Enterprise ERP (formerly known as Munis), was selected via RFP in August 2020 and approve by City Council in November 2020. The core financials module went live in April 2022. The City’s current Tyler ERP system is on-premise and managed and maintained by the City’s IT department. City staff is requesting approval of the attached agreement (Attachment 1) with Tyler Technologies to migrate our current on-premise Tyler Enterprise ERP system to the cloud-based Tyler Enterprise ERP Software as a Service solution.

DISCUSSION:

The City’s current Enterprise Resource Planning System, Tyler Enterprise ERP (Munis), was approve by City Council in November 2020. The core financials module went live in April 2022, Payroll went live in January 2024, and Utility Billing is on track to go live in early 2025. The current Tyler ERP system is On-premise and managed and maintained by the City’s IT department. IT resources are utilized to maintain servers and manage file space, schedule software updates and security patches, plan and budget for hardware replacements, and perform recurring system backup procedures.

As the City nears the implementation of the new Utility Billing module within the Enterprise ERP system, the new module offers features that can provide new and valuable experiences for residents and businesses of Fountain Valley. These features include the ability to create

Tyler Enterprise ERP SaaS Agreement
November 19, 2024

and log into an online account to pay utility bills and invoices. However, having an on-premise system being utilized by outside users presents security risks for our IT infrastructure.

A solution to the city’s concerns related to strained internal resources and security related to the on-premise Tyler ERP system is to migrate the city’s data to Tyler’s Enterprise ERP Software as a Service Solution. Software as a Service (SaaS) is application software hosted on the “cloud” and used over an internet connection by way of a web browser.

Migrating the Enterprise ERP (Munis) system to the “cloud” has a number of benefits for the City:
 System Administration: Tyler performs daily administrative tasks. Tyler handles the installation, upgrade, support, and file maintenance of the Enterprise ERP application and database servers, operating system, and infrastructure.  Security Administration: Tyler provides secure data transmission paths from each city workstation to the Enterprise ERP applications. User IDs, passwords, and application access rights are administered by Tyler with the client’s final approval.  Hardware Performance Maintenance: Tyler supplies and maintains all necessary hardware, providing workstation and API access to the Enterprise ERP applications at standard industry performance levels. All repairs, upgrades, and replacements to server hardware are the responsibility of Tyler, eliminating direct ERP server acquisition and maintenance costs by the City.
 Disaster Recovery and Fault Tolerance: Tyler backs up all system and data files and stores them in a secure off-site location. Tyler has fully redundant telecommunication and electrical systems with no single point of failure. In addition, the system and data would be unaffected by local incidents or natural disasters.  Expandable: Additional Enterprise ERP applications and data is easily added, as needed. As the City continues to strive to be more “paperless” in our processes, the demand on data resources will continue to grow.
 Consistent Budgeting: The SaaS system is based on a set annual subscription fee.

Eliminates the need for ERP infrastructure asset replacement planning and budgeting or surprise replacement costs due to hardware failures.

The agreement with Tyler Technologies (Attachment 1) includes migration of the City’s current Enterprise ERP data to the SaaS Enterprise ERP “cloud” based solution and one year of service. The cost of the SaaS migration includes a one-time cost of $11,439 for project services and recurring annual cost for the Enterprise ERP system, the first year of which is $228,776.

The total cost of the SaaS agreement with Tyler Technologies is $240,215. City Staff is requesting that City Council approve the agreement with Tyler Technologies to migrate our current on-premise Tyler Enterprise ERP system to the cloud-based Tyler Enterprise ERP Software as a Service solution.

Tyler Enterprise ERP SaaS Agreement
November 19, 2024

FISCAL REVIEW:

The city’s current on-premise Tyler Enterprise ERP system cost $116,028.24 for fiscal year 2024-25. The Tyler SaaS Enterprise ERP is $228,776 for the first year of service. This is an increase of $112,747.76 for the annual Enterprise ERP system. Additionally, there is a onetime project costs of $11,439 for project services to migrate the city’s data to the “cloud”.

The total cost of the Tyler Enterprise ERP (Munis) Software as a service and data migration agreement is $240,215. These costs would be expended in the Service Contracts account within the Information Technology Internal Service Fund, 110.10.10050.53010. Sufficient budget exists within this account to fund the cost of this agreement.

ATTORNEY REVIEW:

The Attorney for the City has reviewed the staff report and Tyler SaaS Agreement.

ALTERNATIVES:

Alternative No. 1: Approve an agreement with Tyler Technologies in a total amount of $240,215 for Enterprise ERP (Munis) Software as a Service to be expensed in the Information Technology Internal Service Fund.

Alternative No. 2: Do not approve the agreement with Tyler Technologies and provide alternative direction.

RECOMMENDATION:

Staff is requesting City Council approval of Alternative No. 1 to approve an agreement with Tyler Technologies in a total amount of $240,215 for Enterprise ERP (Munis) Software as a Service.

Prepared by: Ryan Smith, Finance Director
Reviewed by: Scott Kim, Information Technology Director Reviewed by: Colin Burns, City Attorney
Approved by: Maggie Le, City Manager

1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.

WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:

SECTION A – DEFINITIONS
• “Agreement” means this Software as a Service Agreement. • “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the City of Fountain Valley, California. • “Data” means your data necessary to utilize the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
• “Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary.
• “Developer” means a third party who owns the intellectual property rights to Third Party Software.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
• “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.

2 • “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
• “Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. • “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
• “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware. • “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
• “Third Party Services” means the third party services, if any, identified in the Investment Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.

SECTION B – SAAS SERVICES

1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, 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

3 and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download.

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

3. Ownership.

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

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

3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.

4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.

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

6. SaaS Services.

6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon 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

4 information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center.

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

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

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

Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer.

6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.

Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request.

6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data.

6.7 We provide secure Data transmission paths between each of your workstations and our servers.

6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel.

Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.

6.9 Where applicable with respect to our applications that take or process card payment data, we 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

5 Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/aboutus/compliance, and in the event of any change in our status, will comply with applicable notice requirements.

SECTION C – PROFESSIONAL SERVICES

1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary.

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

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

6 to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).

9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will:

9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy);

9.2 provide support during our established support hours;

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

9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and

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

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

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

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.

8 SECTION F – TERM AND TERMINATION

1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year. Upon expiration of the initial term, this Agreement will renew 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.

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.

9 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 (a) personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.

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

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

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

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

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

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

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

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

10 YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES

ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN

RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER

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

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

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

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

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

SECTION H – GENERAL TERMS AND CONDITIONS

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

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

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

11 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 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 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 not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.

18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are

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

19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.

20. Governing Law. 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.

21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.

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

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

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

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

Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
[SIGNATURE PAGE FOLLOWS]

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. City of Fountain Valley, California By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Fountain Valley
One Tyler Drive 10200 Slater Ave.

Yarmouth, ME 04096 Fountain Valley, CA 92708-4736
Attention: Chief Legal Officer Attention: ______________________________

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

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

2022-370679-S0Z9L0 Page 1
Quoted By: Karen Grosset
Quote Expiration: 11/30/24
Quote Name: City of Fountain Valley - ERP -
SaaS Hosting EERP
Saas Term 1.00
Sales Quotation For: Shipping Address:

City of Fountain Valley
10200 Slater Ave
Fountain Valley CA 92708-4736
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting 1 0 $ 28,788.00
Accounts Payable 1 0 $ 8,035.00
Budgeting 1 0 $ 8,035.00
Capital Assets 1 0 $ 6,728.00
Cash Management 1 0 $ 4,861.00
Contract Management 1 0 $ 3,114.00
eProcurement (Vendor Access and Punch-Out) 1 0 $ 0.00
eProcurement (Vendor Access and Punch-Out) Migration 1 0 $ 4,830.00 Inventory 1 0 $ 6,208.00
Project & Grant Accounting 1 0 $ 5,459.00
Purchase Orders 1 0 $ 11,832.00
Requisitions 1 0 $ 4,861.00
Human Resources Management
Human Resources & Talent Management 1 0 $ 7,139.00

2022-370679-S0Z9L0 Page 2
Payroll w Employee Access Migration 1 0 $ 8,773.00
Payroll w/ESS 1 0 $ 0.00
Time & Attendance - Up to 250 Employees 1 0 $ 13,065.00 Revenue Management
1 0 $ 5,469.00
1 0 $ 15,712.00
Accounts Receivable 1 0 $ 5,916.00
Cashiering 1 0 $ 10,492.00
Citizen Self Service 1 0 $ 0.00
General Billing 1 0 $ 3,870.00
Civic Services
Enterprise Service Requests 1 0 $ 5,041.00
Resident Access Migration 1 0 $ 5,916.00
Content Management
Content Manager Core 1 0 $ 11,462.00
Data Insights
Enterprise Analytics and Reporting 1 0 $ 8,338.00
Additional
Enterprise Forms Processing (including Common Form Set) 1 0 $ 7,382.00 IVR Gateway 1 0 $ 3,367.00
Notify includes 50,000 Msgs and 1,650 Mins per year 1 0 $ 10,000.00 Integrations
Enterprise Service Requests API Toolkit 1 0 $ 4,454.00
Utility Billing API Toolkit 1 0 $ 6,629.00
Recurring Services
Data Access Services 1 0 $ 3,000.00
TOTAL 0 $ 228,776.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance

2022-370679-S0Z9L0 Page 3
Project Planning Services 1 $ 11,439.00 $ 0.00 $ 11,439.00 $ 0.00 TOTAL $ 11,439.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 228,776.00
Total Tyler Services $ 11,439.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 11,439.00 $ 228,776.00
Contract Total $ 240,215.00
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

2022-370679-S0Z9L0 Page 4
Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.

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

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

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

In the event Client cancels services less than four (4) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.

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

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

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

Content Manager Core 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.

Amazon Web Services (AWS) has provided a project sponsorship credit in the amount of $7,453 which covers the the one-time hosting configuration fee.

Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and 1099G.

General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.

2022-370679-S0Z9L0 Page 5
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.

Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API Development Consulting hours. Additional hours can be purchased beyond this standard offering.

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

Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.

In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition.

Your payment of the annual subscription or SaaS fee for Tyler Notify will include an identified amount of messages and/or minutes annually.

Additional messages and/or minutes may be purchased from Tyler in defined packages at our then-current rates. Tyler Notify will not restrict use of messages and/or minutes that exceed the allotted messages but reserves the right to invoice you for documented overages occurring during the annual term. Any unused messages or minutes remaining at the end of your annual subscription term expire.

Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Enterprise ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers. Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.

Your rights, and the rights of any of your end users, to use Tyler’s Access applications are subject to the Terms of Services, available at https://www.tylertech.com/terms/tyler-access-applications-migration-terms. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.

Utility billing library includes: standard Utility bill, standard UB receipt, standard UB delinquent notice, standard door hanger and standard final utility bill.

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

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

1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates.

2. Other Tyler Software and Services.

2.1 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.

2.2 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon 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.

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

2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler 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.

2.5 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.

2.6 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

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

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

3. Third Party Products and Hardware.

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 fee for the Third Party Software is invoiced when we make it available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at thencurrent rates, upon each anniversary thereof.

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

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

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

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

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

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

Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.

6. Credit for Prepaid Maintenance and Support Fees for Tyler Software. Client will receive a credit for the maintenance and support fees prepaid for the Tyler Software for the time period commencing on the first day of the SaaS Term.

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

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

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

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

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

B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.

Exhibit B
Schedule 1
2 2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.

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

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

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

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

3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. “No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.

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

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

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

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

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

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

Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

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

Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

Exhibit B
Schedule 1
4 5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.

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

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

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

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

Exhibit C
1 Exhibit C

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Client Relief Schedule
Actual Attainment Client Relief

99.99% - 98.00% Remedial action will be taken

97.99% - 95.00% 4%
Below 95.00% 5%
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.

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

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

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

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

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

New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of

Exhibit C
Schedule 1
2 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY OF FOUNTAIN VALLEY

CITY COUNCIL

COUNCIL ACTION REQUEST
To: Honorable Mayor and Agenda Date: November 19, 2024
Members of the City Council
SUBJECT: 1. Approve the Agreement for Transportation Services with Cabco Yellow Inc. dba California Yellow Cab – Senior Transportation Provider;

2. Allocate $15,000 from the City’s General Fund to Fund the Required 20% Match

THREE-YEAR STRATEGIC GOAL
☒ Enhance the culture and environment of “A Nice Place to Live” ☐ Achieve fiscal stability by evaluating processes, and attract and retain revenue producing businesses/opportunities
☐ Attract and retain quality staff through best practices and trends ☐ Maintain, build, and modernize infrastructure to support growth and future needs of the City
☐ Not applicable
EXECUTIVE SUMMARY:

The City of Fountain Valley offers the “Hop On” Senior Transportation Program through the Orange County Transportation Authority (OCTA) Senior Mobility Program (SMP). The Community Services Department recently requested proposals from qualified companies to provide senior transportation services to begin July 1, 2024. Through this process, staff had selected a transportation network company (TNC) that provides on demand transportation, similar to Uber & Lyft, and specifically designed for seniors. However, it was determined that this company did not meet the established OCTA SMP guidelines.

As a result, if selected, the City would not be in compliance for OCTA SMP funding and would be responsible for the total cost of the program. To allow for additional time to explore other funding options, City staff recommends extending the contract with California Yellow Cab for six (6) months with two (2) additional 1-year extensions at the city’s discretion to avoid a lapse in SMP service. The current contract with California Yellow Cab ends on December 31, 2024.

DISCUSSION:

The City of Fountain Valley’s “Hop On” Senior Transportation Program provides residents 60 years of age and older with curb-to-curb transportation within the City seven (7) days a week, 8 a.m. to 7 p.m. The program is an essential service that provides seniors with

California Yellow Cab
November 19, 2024

access to the goods, services, and social contacts that support their day-to-day existence and quality of life.

On July 1, 2019, the City entered into an Agreement with Cabco Yellow Inc. dba California Yellow Cab (CYC) to provide SMP Transportation Services. The initial term of the Agreement was for three (3) years from July 2019 to June 2022, subject to extension administratively for two (2) additional one-year periods, based upon an evaluation of performance of the CYC, with a determination of satisfactory performance by the City. On July 1, 2022, the City entered into the first amendment with CYC and on August 15, 2023, the City entered into the second amendment to provide transportation services for the senior mobility program.

Prior to the agreement expiring on June 30, 2024, City staff procured proposals from qualified companies to provide senior transportation services for the SMP. In an effort to find alternative service delivery models, staff expanded the scope of the RFP guidelines to solicit innovative senior transportation programs. Staff had selected a TNC that provides on demand transportation, utilizing Uber, Lyft and other transportation service providers tailored to seniors. TNC’s provide enhanced features including a 24-hour emergency call center and web based ride scheduling for improved service reliability.

However, it was determined that this company did not meet the established SMP guidelines. As a result, if selected, the City would not be in compliance for funding through OCTA’s Measure M2 Funding and would need to utilize General Fund dollars, approximately $125,000, to cover the total cost of the program. City staff is currently working with OCTA to update the SMP guidelines to allow for utilization of transportation network companies in the future. In addition, City staff is in discussion with two (2) local, independent businesses regarding funding for the TNC program.

Proposals were due on April 25, 2024, and the following were received/scored:

Consultant Score
Cabco Yellow Inc Total Score: 700.00
GoGo Technologies Total Score: 720.00
Uber Technologies, Inc. Total Score: 620.00
City staff recommends it is in the best interest of the Fountain Valley senior population to use a TNC to provide senior transportation services through the “Hop On” Program.

TNC’s provide reliable service tailored specifically to seniors, potential cost savings and expected increased satisfaction with the program outweighs the challenges presented for procuring this new type of service. The current contract with California Yellow Cab ends on December 31, 2024. To avoid a lapse in service of the transportation program, staff recommends awarding a contract to California Yellow Cab for 6 months with two (2) oneyear extensions (July 1, 2025 to June 30, 2027). Included in the agreement is a clause that states, “CITY may at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, of any portion hereof, by serving CONSULTANT at least

California Yellow Cab
November 19, 2024

thirty (30) days prior” in the event that the transportation network company becomes a viable option during the terms of agreement with CABCO.

FINANCIAL ANALYSIS
In 2006, OCTA M2 was approved by local voters and is Orange County’s half-cent sales tax for transportation improvements, including Project U, which provides funding for seniors/disabled persons. One percent of net sales tax revenue is allocated to participating cities based upon the percentage of the senior population of the city as determined by the most current decennial Census information. Measure M2 covers 80% of the cost of the “Hop On” Senior Transportation Program. The City’s required match of 20% has been covered by an agreement with MemorialCare Orange Coast Medical Center (MCOCMC), which has since concluded, and co-pay fares paid by the rider. From July 2023-June 2024, the HOP ON Senior Transpiration Program had a total of 5,937 trips. At the current rate of $17.50 per trip, the total trip cost was $103,898. The table below examines the proposed increased rates, for the same amount of trips and time period, and the total cost for each year. Beginning with the execution of this contract, the City will be responsible for the OCTA M2 required 20% match.

Jan 1, 2025-June 30, 2025 July 1, 2025 – June 30, 2026 July 1, 2026 – June 30, 2027 Rate $18.50 x 2,969 Trips $20.00 x 5,937 Trips $22.50 x 5,937 Trips Total $54,926.50 $118,740.00 $133,582.50
20% Match $10,985.30 $23,748.00 $26,716.50
The approved budget for the 2024/2025 transportation program is $88,000 in the General Fund. This budget amount was only intended to cover the extension of California Yellow Cab through December 31, 2024. Staff requests a budget amendment of $75,000 in the General Fund Senior Transportation Professional Services for a total budget amount of $163,000. These services are funded 80% through a reimbursement from Measure M SMP funds. A budget amendment is also required for the Measure M funds of $50,400, bringing the total Measure M SMP transfer budget to $130,400. As of June 30, 2024, the current balance of SMP funds was approximately $270,300. The remaining 20%, or $32,600, is covered by the General Fund.

ATTORNEY REVIEW:

Attorney for the City has reviewed this item.

ALTERNATIVES:

Alternative No.1:

1. Approve the Agreement for Transportation Services with Cabco Yellow Inc. dba California Yellow Cab in the not-to-exceed amount of $75,000 for six months (through June 30, 2025) with two-one year extensions (July 1, 2025 to June 30, 2027); and,

California Yellow Cab
November 19, 2024

2. Approve a budget amendment of $75,000 in the General Fund Senior Transportation Professional Services account and budget amendments of $50,400 in the Measure M Transfer Out and General Fund Transfer In; and,

3. Authorize the City Manager to execute future amendments to the Agreement for Transportation Services with Cabco Yellow Inc. dba California.

Alternative No. 2: Do not approve this contract agreement or budget amendments.

RECOMMENDATION:

City staff recommends Alternative No. 1. Approve the Agreement with Cabco Yellow Inc., dba California Yellow Cab and approve the association budget amendments.

Prepared By: Ben Dieterle, Community Services Supervisor Jenni Worsham, Community Services Manager
Approved By: Rob Frizzelle, Community Services Director Fiscal Review by: Ryan Smith, Finance Director
Approved By: Maggie Le, City Manager
Attachments:

1. Cabco Yellow Inc., dba California Yellow Cab contract

2. Cabco Yellow Inc., dba California Yellow Cab cost sheet

3. MemorialCare Orange Coast Medical Center Development Agreement

4. RFP 24.003 – Transportation Services

AGREEMENT FOR CONSULTANT SERVICES
CON – –
This AGREEMENT is made and effective as of the EFFECTIVE DATE, by and between the City of Fountain Valley, a municipal corporation ("CITY") and ("CONSULTANT"). In
consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This AGREEMENT shall commence on (“EFFECTIVE DATE”)
and remain and continue in effect until all tasks described herein are completed but in no event later than , unless sooner terminated or extended pursuant to the provisions of this AGREEMENT.

2. SERVICES
CONSULTANT shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. CONSULTANT shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A.

3. NOTICE TO PROCEED
CONSULTANT shall not perform any work or be entitled to any compensation under this AGREEMENT until a written Notice to Proceed is issued by CITY. The Notice to Proceed shall not issue unless and until CONSULTANT submits proof, satisfactory to CITY, of its procurement of appropriate insurance required by this AGREEMENT. The failure of CONSULTANT to submit proof of appropriate insurance within 10 days of the EFFECTIVE DATE is a material breach and shall constitute cause for immediate termination of this AGREEMENT by CITY.

4. PERFORMANCE
CONSULTANT shall at all times faithfully, competently, and to the best of his/her/its ability, experience, and talent perform all tasks described herein.

CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of CONSULTANT hereunder in meeting its obligations under this AGREEMENT.

5. CITY MANAGEMENT
shall represent CITY in
all matters pertaining to the administration of this AGREEMENT, including review and approval of all products submitted by CONSULTANT, but not including the authority to enlarge the tasks to be performed or change the compensation due to CONSULTANT.

The City Manager shall be authorized to act on CITY’S behalf and to execute all necessary documents that enlarge the tasks to be performed or change

CONSULTANT's compensation, subject to Section 6 hereof.

6. PAYMENT
(a) CITY agrees to pay CONSULTANT in accordance with the payment rates, terms, and schedule of payment set forth in Exhibit A. This amount shall not exceed
Dollars ( ) (“TOTAL CONTRACT SUM”) for the total term of this AGREEMENT unless additional payment is approved as provided in this AGREEMENT.
(b) CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT that are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. This written authorization requirement cannot be waived. CONSULTANT shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Manager and CONSULTANT at the time CITY’s written authorization is given to CONSULTANT for the performance of said additional services. The City Manager’s authority to approve additional compensation is subject to Fountain Valley Municipal Code section 2.36.110. Approval of additional compensation that exceeds the City Manager’s authority as specified in Fountain Valley Municipal Code section

2.36.110 must be obtained from the City Council.

7. PUBLIC WORK
Notice is provided pursuant to Labor Code Section 1781 that all or a portion of the work contemplated in this AGREEMENT may constitute a “public work” as defined in Chapter 1, Part 7, and Division 2 of the Labor Code, to which Section 1771 applies. If all or a portion of the work contemplated under this AGREEMENT constitutes “public work,” then CONSULTANT shall pay prevailing wages, unless exempt, on those portions of the work which require payment of prevailing wages under the prevailing wage laws (Labor Code, §§ 1720 et seq.), and shall comply with the following:
(a) Prevailing Wage Rates. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages can be found at http://www.dir.ca.gov/OPRL/PWD/index.htm and are on file at City Hall, which shall be made available to any interested party upon request. CONSULTANT shall post a copy of the determination of the director of the prevailing rate of per diem wages at each job site. Said per diem wages are deemed to include employer payments for health and welfare, pension, vacation and travel time, and subsistence pay, all in accordance with Section 1773.1 of the Labor Code. (b) Payroll Records. The provisions of Section 1776 of the Labor Code regarding the preparation, maintenance, and filing of payroll records are applicable to this AGREEMENT. CONSULTANT and each subconsultant shall keep accurate payroll records showing the name, address, social security number, work classification, straight time, and overtime hours worked each day and week, and the

actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him/her/it in connection with the public work. Certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or contain the same information. CONSULTANT’S AND ANY SUBCONSULTANT’S PAYROLL RECORDS SHALL BE SUBMITTED TO CITY ON A WEEKLY BASIS. CONSULTANT SHALL BE RESPONSIBLE FOR SUBMITTAL OF SUBCONSULTANT’S PAYROLL RECORDS. Additionally, CONSULTANT or subconsultant has ten (10) days in which to comply subsequent to receipt of a written notice requesting the records enumerated in Section 1776, subdivision (a), of the Labor Code. In the event that CONSULTANT or subconsultant fails to comply within the ten (10) day period, he/she/it shall, as a penalty to CITY, forfeit One Hundred Dollars ($100.00) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. CITY may deduct this penalty from any monies due or that may become due CONSULTANT under this AGREEMENT. (c) Penalty. CONSULTANT and any subconsultant under CONSULTANT shall, as a penalty to CITY, forfeit not more than Two Hundred Dollars ($200.00) for each calendar day, or portion thereof, for each worker paid (either by CONSULTANT or any subconsultant under CONSULTANT) less than the prevailing rate set forth herein on the work provided for in this AGREEMENT. CITY may deduct the penalty from any monies due or that may become due CONSULTANT under this AGREEMENT. The difference between the prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall also be paid to each worker by CONSULTANT or subconsultant, in accordance with Section 1775 of the Labor Code of the State of California.
(d) Apprentices. If applicable, the provisions of Labor Code Section 1777.5 requiring the use of apprentices in certain ratios to journeymen are hereby imposed upon CONSULTANT.
(e) Legal Day’s Work. In the performance of this AGREEMENT, not more than eight (8) hours shall constitute a day’s work, and CONSULTANT shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in Labor Code Section 1815. CONSULTANT shall conform to Article 3, Chapter 1, Part 7 (Sections 1810 et seq.), of the Labor Code of the State of California, and it is agreed that CONSULTANT shall forfeit to CITY as a penalty the sum of Twenty-Five Dollars ($25.00) for each worker employed in the execution of this AGREEMENT by CONSULTANT or any subconsultant for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said article. CITY may deduct this penalty from any monies due or that may become due pursuant to this AGREEMENT.

8. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) CITY may at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon CONSULTANT, at least thirty (30) days prior, written notice. Upon receipt of

said notice, CONSULTANT shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If CITY suspends or terminates a portion of this AGREEMENT such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT. (b) In the event this AGREEMENT is terminated pursuant to this section, CITY shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to CITY. Upon termination of the AGREEMENT pursuant to this section, CONSULTANT will submit an invoice to CITY detailing work performed up to the time of termination.

9. DEFAULT OF CONSULTANT
(a) CONSULTANT's failure to comply with the provisions of this AGREEMENT shall constitute a default. In the event that CONSULTANT is in default for cause under the terms of this AGREEMENT, CITY shall have no obligation or duty to continue compensating CONSULTANT for any work performed after the date of default and can terminate this AGREEMENT immediately by written notice to CONSULTANT. If such failure by the CONSULTANT to make progress in the performance of work hereunder arises out of causes beyond CONSULTANT's control, and without fault or negligence of CONSULTANT, it shall not be considered a default.
(b) As an alternative to the procedure for immediate termination for default set forth in subparagraph (a), if CITY determines that CONSULTANT is in default in the performance of any of the terms or conditions of this AGREEMENT, CITY may in its discretion cause to be served upon CONSULTANT a written notice of the default and demand to cure. CONSULTANT shall have ten (10) calendar days after service upon it of said notice to cure the default by rendering a satisfactory performance. In the event that CONSULTANT fails to cure its default within such period of time, CITY shall have the right, notwithstanding any other provision of this AGREEMENT, to terminate this AGREEMENT without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity, or under this AGREEMENT.

10. OWNERSHIP OF DOCUMENTS
(a) CONSULTANT shall maintain complete and accurate records with respect to the plans, specifications, estimates, drawings, design calculations, letters, reports, testing results, and other such information including as-built records as required by CITY that relate to the performance of services under this AGREEMENT. CONSULTANT shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to the representatives of CITY or its designees at reasonable times to such books and records; shall give CITY the right to examine and audit said books and records; shall permit CITY to make copies and transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings,

and activities related to this AGREEMENT. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.
(b) Upon completion, termination, or suspension of this AGREEMENT all plans, specifications, engineer’s estimates, and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of CITY and may be used, reused, or otherwise disposed of by CITY without the permission of CONSULTANT. With respect to computer files, CONSULTANT shall make available to CITY, at CONSULTANT's office and upon reasonable written request by CITY, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.

11. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT’s services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless CITY and any and all of its officials, employees, and agents (“INDEMNIFIED PARTIES”) from and against any and all losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs to the extent the same are caused in whole or in part by any negligent or wrongful act, error, or omission of CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. With respect to the design of public improvements, CONSULTANT shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in this AGREEMENT without the written consent of CONSULTANT. With respect to the duty to defend, if CONSULTANT is a design professional as defined in Civil Code Section 2782.8, in no event shall the cost to defend charged to the CONSULTANT exceed the CONSULTANT’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants in a suit is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs.
(b) Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless CITY, and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including but not limited to officers, agents, employees, or subconsultants of CONSULTANT.
(c) General Indemnification Provisions. CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant or any other person or entity

involved by, for, with or on behalf of CONSULTANT in the performance of this AGREEMENT. In the event CONSULTANT fails to obtain such indemnity obligations from others as required here, CONSULTANT agrees to be fully responsible according to the terms of this section. Failure of CITY to monitor compliance with these requirements imposes no additional obligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend CITY as set forth here is binding on the successors, assigns, or heirs of CONSULTANT and shall survive the termination of this AGREEMENT or this section. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or to enforce the terms of this Indemnity or AGREEMENT. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable.
(d) Indemnity Provisions for Contracts Related to Construction. This paragraph applies only when this AGREEMENT is related to construction. Without affecting the rights of CITY under any provision of this AGREEMENT, CONSULTANT shall not be required to indemnify and hold harmless CITY for liability attributable to the active negligence of CITY, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where CITY is shown to have been actively negligent and where CITY’s active negligence accounts for only a percentage of the liability involved, the obligation of CONSULTANT will be for that entire portion or percentage of liability not attributable to the active negligence of CITY.

12. INSURANCE
Prior to performing any work or receiving any compensation under this AGREEMENT, CONSULTANT shall obtain, and thereafter maintain for the duration of this AGREEMENT, insurance coverage as specified in Exhibit B, attached hereto and incorporated herein as though set forth in full.

13. WARRANTY FOR GOODS
(a) If this AGREEMENT includes the purchase of equipment, supplies, or chattel (hereafter “GOODS”), CONSULTANT shall provide the following warranty of said GOODS, or obtain a warranty from the manufacturer and/or retailer with provisions equal to or exceeding those specified in this Section. In the event the manufacturer’s warranty or retailer’s warranty do not equal or exceed the protections specified in this Section, CONSUTLANT agrees to provide said warranty protections.

The warranty described hereunder extends to the original purchaser of the GOODS warranted under the warranty, and to each transferee owner of the GOODS. The term of this warranty begins on the date the GOODS are delivered to CITY, and continues therefrom. CONSULTANT warrants that:
(1) The GOODS will function properly under normal use, will be of good workmanship, free from defect, of merchantable quality, and fit for CITY’s intended use;
(2) The GOODS will fully comply with any specifications provided by CITY and any samples or documentation provided by CONSULTANT; (3) The GOODS will be free of any security interests, liens, or encumbrances and CONSULTANT has title to the GOODS;

(4) The GOODS will not violate any intellectual property rights of any third party;
(5) The GOODS will be delivered free of the rightful claim of a third person by way of infringement; and
(6) The GOODS are merchantable in accordance with Commercial Code Section 2314.
(b) The warranty listed above is in addition to any other warranties made by CONSULTANT, the manufacturer, retailer, or imposed by law. All warranties will survive inspection and payment by CITY and are assignable to CITY’s successors and assigns. If any GOODS do not meet the warranty, CITY may, at CITY’s option, and without additional cost to CITY:
(1) Require CONSULTANT to repair or replace the GOODS until the GOODS meet the warranty. If CONSULTANT cannot replace the GOODS and repair either is not commercially practicable or cannot be made within three (3) days, CONSULTANT will refund the purchase price;
(2) Return any of the GOODS to CONSULTANT at CONSULTANT’s expense for a full refund;
(3) Correct the nonconformance and charge CONSULTANT for the costs to make the correction; or
(4) Engage a third party to provide substitute GOODS and charge CONSULTANT for the costs of obtaining the substitute GOODS from the third party.

14. INDEPENDENT CONTRACTOR
(a) CONSULTANT is and shall at all times remain as to the CITY a wholly independent contractor. The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. Neither CITY nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees, or agents, except as set forth in this AGREEMENT. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the CITY. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatsoever against CITY, or bind CITY in any manner. (b) No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in this AGREEMENT, CITY shall not pay salaries, wages, or other compensation to CONSULTANT for performing services hereunder for CITY. CITY shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing services hereunder. In

addition to the indemnification provisions of Section 11, CONSULTANT shall indemnify, defend, and hold CITY harmless from claims or liability arising from CONSULTANT’s employees for CITY benefits including, but not limited to, pension, health benefits, holiday, vacations, etc.

15. LEGAL RESPONSIBILITIES
CONSULTANT shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this AGREEMENT. CONSULTANT shall at all times observe and comply with all such laws and regulations. CITY, and its officers and employees, shall not be liable at law or in equity occasioned by failure of CONSULTANT to comply with this Section.

16. POLITICAL REFORM ACT
If the Political Reform Act requires CONSULTANT to file a Form 700, then CONSULTANT must file a Form 700 with full disclosure within 30 days of assuming office and thereafter must file an annual statement for each calendar year of this AGREEMENT.

17. UNDUE INFLUENCE
CONSULTANT declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of CITY in connection with the award, terms, or implementation of this AGREEMENT, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the CITY will receive compensation, directly or indirectly, from CONSULTANT, or from any officer, employee, or agent of CONSULTANT, in connection with the award of this AGREEMENT or any work to be conducted as a result of this AGREEMENT. Violation of this section shall be a material breach of this AGREEMENT entitling CITY to any and all remedies at law or in equity.

18. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of CITY, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the project during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with this AGREEMENT.

19. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained by CONSULTANT in performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without CITY’s prior written authorization. CONSULTANT, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or unless requested by the Attorney for the City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information

concerning the work performed under this AGREEMENT or relating to any project or property located within the CITY. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives CITY notice of such court order or subpoena.
(b) CONSULTANT shall promptly notify CITY should CONSULTANT, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this AGREEMENT and the work performed thereunder or with respect to any project or property located within the CITY.

CITY retains the right, but has no obligation, to represent CONSULTANT and/or be present at any deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with CITY and to provide the opportunity to review any response to discovery requests provided by CONSULTANT. However, CITY's right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response.

20. SECURITY OF INFORMATION
CONSULTANT shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information acquired during performance of this AGREEMENT that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of the information.

CONSULTANT shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment.

21. NOTICES
Any notices which either party may desire to give to the other party under this AGREEMENT must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

CITY CONSULTANT
City of Fountain Valley
10200 Slater Avenue
Fountain Valley, California 92708
Attention: City Clerk

22. ASSIGNMENT
CONSULTANT shall not assign the performance of this AGREEMENT, nor

any part thereof, nor any monies due hereunder, without the prior written consent of CITY.
[Check if Applicable] CONSULTANT shall provide CITY fourteen (14) days’ notice prior to the departure of any key personnel from CONSULTANT’s employ.

Should key personnel leave CONSULTANT’s employ, CITY shall have the option to immediately terminate this AGREEMENT, within three (3) days of the close of said notice period. Upon termination of this AGREEMENT, CONSULTANT’s sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and CONSULTANT.
[Check if Applicable] Because of the personal nature of the services to be rendered pursuant to this AGREEMENT, only (“PRINCIPAL”) shall perform the services described in this AGREEMENT. PRINCIPAL may use assistants, under his/her direct supervision, to perform some of the services under this AGREEMENT. CONSULTANT shall provide CITY fourteen (14) day's notice prior to the departure of PRINCIPLE from CONSULTANT's employ. Should he or she leave CONSULTANT's employ, CITY shall have the option to immediately terminate this AGREEMENT, within three (3) days of the close of said notice period.

Upon termination of this AGREEMENT, CONSULTANT's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between CITY and CONSULTANT.

23. LICENSES
At all times during the term of this AGREEMENT, CONSULTANT shall have in full force and effect, all licenses required of it by law for the performance of the services described in this AGREEMENT including, but not limited to, a Fountain Valley business license.

24. GOVERNING LAW
CITY and CONSULTANT understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this AGREEMENT and also govern the interpretation of this AGREEMENT. Any litigation concerning this AGREEMENT shall take place in Orange County Superior Court or Central District of California Federal District Court.

25. ENTIRE AGREEMENT
This AGREEMENT contains the entire understanding between the parties relating to the obligations of the parties described in this AGREEMENT. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this AGREEMENT and shall be of no further force or effect. Each party is entering into this AGREEMENT based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

26. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
CONSULTANT is bound by the contents of CITY’s Request for Proposals and the contents of the Proposal submitted by CONSULTANT. In the event of conflict, this AGREEMENT shall take precedence over CITY’s Request for Proposals and CONSULTANT’s Proposal; and CITY’s Request for Proposals shall take precedence over CONSULTANT’s Proposal. No limitation of CONSULTANT’s liability, waiver of rights of CITY, or release of rights or remedies held by CITY, contained in CONSULTANT’s Proposal shall be of any force or effect.

27. INTERPRETATION
In the event of conflict or inconsistency between this AGREEMENT and any other document, including any proposal or Exhibit hereto, this AGREEMENT shall control unless a contrary intent is clearly stated. This AGREEMENT shall be interpreted as though drafted by all parties hereto.

28. MODIFICATION
No modification to this AGREEMENT shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. The written modification requirement cannot be waived.

29. ATTORNEY FEES
In any action or proceeding brought by either party against the other party arising out of or in any way connected to this AGREEMENT, or where any provision hereof is validly asserted as a defense, the parties shall bear their own attorney’s fees, costs, and expenses. Nothing in this provision shall excuse CONSULTANT’s duty to provide CITY with a defense at CONSULTANT’s cost when CITY receives a complaint, petition, or other pleading from a third party requiring CITY to defend itself.

30. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this AGREEMENT on behalf of CONSULTANT warrants and represents that he/she/they has the authority to execute this AGREEMENT on behalf of CONSULTANT and has the authority to bind CONSULTANT to the performance of his/her/its obligations hereunder ///
///
///
///
///
///
///
///
///
///

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year first above written.

CITY OF FOUNTAIN VALLEY CONSULTANT
Signature
ATTEST: Typed Name
Title
City Clerk
Approved as to Form:

Corporate seal (or attach Notary
HARPER & BURNS LLP acknowledgment)
Attorneys for the City
Approved as to Content:
___________________________

Exhibit “A”
Scope of Services
And Payment Terms

City of Fountain Valley
Electronic submittal of Request for Proposal
RFP 24.004

SENIOR TRANSPORTATION SERVICES
Questions Deadline:
4:00 p.m., PST, Wednesday, April 10, 2024
Proposals Due Date:
4:00 p.m., PST, Thursday, April 25, 2024
City Contact:

Amanda McCall, Mgmt. Analyst / Purchasing Officer
email: [email protected]
Phone No. (714) 593-4413
CITY OF FOUNTAIN VALLEY’S ELECTRONIC BIDDING SITE, PLANETBIDS *Read Upload Instructions*
for important information on the best time to upload proposals (Issued March 27, 2024)

1 | Page
(Blank Page)

2 | Page
City of Fountain Valley Request for Proposal for
Senior Transportation Services

SUMMARY
The City of Fountain Valley is seeking proposals from qualified companies to provide Senior Transportation Services for the City of Fountain Valley Senior Mobility Program.

Proposals, prepared according to the following detailed instructions, must be received via PlanetBids no later than 4:00 p.m., Pacific Standard Time, Thursday, April 25, 2024.

The City of Fountain Valley assumes no obligations of any kind for expenses incurred by any respondent to this solicitation.

It is the City of Fountain Valley’s policy to assure nondiscrimination in any contract entered into pursuant to this advertisement. Firms will not be discriminated against on the grounds of race, color, national origin, or sex in consideration for an award as provided by Title VI of the Civil Rights Act of 1964.

3 | Page
The City of Fountain Valley is soliciting proposals for Senior Transportation Services I. SUMMARY
The City of Fountain Valley is seeking proposals from qualified companies to provide Senior Transportation Services for the City of Fountain Valley’s Senior Mobility Program in accordance with the requirements specified herein and including all provisions set forth in the accompanying documentation.

The City will be proposing a 5-year term contract with the selected proposer.

II. ABOUT THE CITY
Background Information
The City of Fountain Valley was incorporated in 1957 as the 21 city in the County of Orange. It is located in Orange County, California, roughly 30 miles southeast of Los Angeles and 90 miles northwest of San Diego. The City has an estimated population of 56,945 and has a land area of 9.75 square miles. The City is a full-service City that offers a range of municipal services that includes, but is not limited to: police and fire protection; water and sewer utility operations; building and safety; development services for land use planning, and zoning; housing and community development; and a full range of recreation and cultural activities. Since its incorporation, Fountain Valley has established itself both locally and nationally as a forward-looking community dedicated to improving the quality of life for its citizens.

III. PROJECT DESCRIPTION
The City of Fountain Valley (hereinafter referred to as "CITY") is requesting proposals from qualified companies to provide Senior Transportation Services for the City’s Senior Mobility Program
The Senior Mobility Program provides Fountain Valley residents 60 years of age and older with curb-to-curb transportation within the city and no more than one mile outside the City utilizing the boundaries of Bolsa Avenue/First Street (to the north), Adams Avenue (to the south), Gothard Street/Main Street (to the west) and Harbor Blvd. (to the east). The Senior Mobility Program is funded through Orange County’s Measure M2 funds. The Orange County Transportation Authority (OCTA) Project U Funding and Policy Guidelines (Exhibit A) are to be considered part of this Request for Proposals (RFP) and are hereby incorporated herein.

The City’s Senior Transportation Program currently operates seven (7) days a week, 8am to 7pm. Transportation services are currently provided by California Yellow Cab.

Prior to COVID-19, the program reached over 1,000 rides per month. Since March 2020, due to COVID-19, ridership had decreased dramatically. However, due to increased marketing efforts, the program has continued to grow. In 2023, the average monthly ridership was 358 trips per month and a continued increase is expected.

4 | Page
IV. GENERAL SCOPE OF WORK
The City is considering multiple proposal submissions. Depending on the city needs and what is proposed they are accepting and considering all options.

1. Proposal utilizing Program Guidelines / Requirements a. All service delivery models for Senior Transportation will be considered, pending they adhere to the program guidelines and requirements. Review all the Guideline and Requirements below and submit a proposal covering all needs

2. Proposal alternative (optional or in-lieu of)
a. Alternative proposals for Senior Transportation models which do no meet the specified program guidelines and requirements will be considered.

These alternative proposal should innovate service delivery models to address the City’s desire to meet the needs of our senior population.

Multiple submissions will be accepted, please review proposal requirements section B for how to submit multiple submissions . The City will be proposing a 5-year term contract with the selected proposer(s).

A. PROGRAM GUIDELINES
i. Curb-To-Curb Service: The Contractor shall provide curb-to-curb transportation within the city and no more than one mile outside the City utilizing the boundaries of Bolsa Avenue/First Street (to the north), Adams Avenue (to the south), Gothard Street/Main Street (to the west) and Harbor Blvd. (to the east).
ii. Reservations: The Contractor shall provide a toll-free telephone number for use by Senior Mobility Program (SMP) patrons. The Contractor shall dispatch a vehicle to the requested pick-up location within the City. Reservations shall be both demand responsive and allow for advanced pre-scheduled one-way or round trip transportation services within the City limits. If a toll-free telephone is not available for use, and SMP patrons can only use an application (app), please outline a reservation plan to those SMP patrons who do not have access to utilize an application (app).
iii. Travel Times: Contractor shall ensure that no pattern of excessive passenger travel time develops. Under normal operating conditions, a passenger shall not travel on a para-transit vehicle for more than 25 minutes from pickup to drop off.
iv. Days and Hours of Operation: The City’s Senior Transportation Program currently operates seven (7) days a week, 8am to 7pm.

5 | Page
v. On-Time Arrival: The SMP vehicle shall arrive on-time at the scheduled pickup location, but in no event more than ten (10) minutes after the scheduled pick-up time.
vi. Collection of City Fare Revenue: SMP passengers shall pay a fare at a rate determined by the City (currently $2.00 per one-way trip). The City reserves the right to change the fare. Contractor will invoice the City at the rate agreed to by the City, net of fare revenue collected by the Contractor on behalf of the City.
vii. The City is exploring service program models that would include, but are not limited to, taxi service and/or Shuttle service:
• Taxi - Vehicles, Maintenance, Appearance, Inspections. The Contractor shall be responsible for all operations and maintenance of all participating vehicles at its sole cost and expense, including insurance, fuel, taxes, fringe benefits, licensing, dispatching, radio equipment, training, supervision, management, service monitoring and vehicular accident reporting. All such liability shall be the sole responsibility of the Contractor. Vehicles shall have a mileage fee meter with a current approval and inspection by the Department of Weights and Measures.

The Contractor shall assure that participating vehicles meet all applicable codes, laws and regulations.
viii. Wheelchair Accessibility: The Contractor must provide vehicles that are wheelchair accessible.

B. PROGRAM REQUIREMENTS
i. Reports
a) Daily Records: The Contractor shall keep daily records of customer service reservations taken. Reservations shall include the client's name, telephone number, pick-up and drop-off address, time the call was received and time the call was dispatched.
b) Monthly Reports: The Contractor shall prepare and submit monthly reports as part of the billing invoice meeting City and OCTA SMP requirements and shall include at minimum the following: Date, Passenger ID #, Passenger Name, Pick-up address, Drop-off address, Pick-up time, Drop-off time, Trip Miles, Co Pay or voucher received, Trip type (trip category or purpose), Number of trips per client, No shows and Cancellations.

6 | Page
c) Incident Reports: Drivers shall be required to complete “incident reports” after any out of the ordinary occurrence during service including but not limited to vehicle accidents, disputes with or between passengers, passenger injury or accidents (during boarding or on-vehicle), passenger misconduct. Such reports must be submitted to City for review within twenty-four (24) hours after incident.
d) Vehicle Accidents: The Contractor shall have sole responsibility, at its own cost and expense, for repair of any vehicle damaged in a vehicular accident or by any passenger. The City retains the right to investigate any vehicular accident involving the Contractor, and may request drug/alcohol screening of a driver found to be at fault under specific circumstances.
e) Patron Complaint: The City and Contractor shall investigate and document all complaints or citizen concerns as a part of program administration by collecting as much pertinent information regarding the complaint as possible from the complaining party. The Contractor shall provide the City with the name and contact information of person to call for reporting customer complaints. Within twenty-four (24) hours of a reported complaint, the Contractor’s assigned representative shall contact the client to resolve the problem and report client complaint to the City.

Within forty-eight (48) hours of the reported complaint, the Contractor’s representative shall e-mail to the City the steps they are taking to address the client’s problem. The City reserves the right to exclude any of Contractor’s employees or drivers from participating in the program due to findings relating to a complaint or service issue.
f) Retention/Review of Records: The Contractor shall maintain all records pertaining to the services as required by OCTA Project U Funding and Policy Guidelines. The Contractor shall make its records available to the City upon request during regular business hours either for inspection or audit.
ii. Workers Compensation
The Contractor shall certify that it is aware of the Provision of the labor Code of the State of California which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and it certifies that it will comply with such provisions relating to Contractor’s designated employees before commencing the performance of the work of this agreement.
iii. Taxi Permit
All taxi drivers shall be legally licensed to operate a taxi and hold a current permit issued by OCTAP.

7 | Page
iv. Qualifications for Drivers (including taxi and shuttle bus drivers) All drivers must have a satisfactory Department of Motor Vehicles (DMV) record.

Drivers must receive sensitivity and safety training. Drivers shall assist any passenger having difficulty in boarding. Drivers shall assist passengers in wheelchairs with boarding and tie downs. Drivers are to be alert, clean, careful, courteous and competent in their driver skills. Drivers shall conform to Contractor’s dress code. City also reserves the right to request driver records and DMV pull notices.
v. Additional Responsibilities - Contractor must:
a) Perform daily pre-operation inspections that meet or exceed the guidelines provided by the SMP Funding Guidelines outlined in Exhibit A. b) Schedule preventative maintenance that meets or exceeds the guidelines provided by the SMP Funding Guidelines outlined in Exhibit A. c) Maintain all maintenance records for each vehicle for five (5) years and shall cooperate fully in annual motor coach carrier terminal inspections conducted by the California Highway Patrol.
d) All vehicles shall be cleaned daily prior to each vehicle service day and shall be kept clean throughout the day. Vehicle exteriors shall be washed not less than once per week, and after any rain or other circumstances that compromise the vehicles’ clean appearance. Floors shall be free of stains, paper or other debris, gum or other sticky substances. Windows shall be free of dirt, dust, smudges, hands or fingerprints, exterior or interior.

Dashboards, wheel wells, rails and ledges shall be kept clean, dirt and grease free. Seating areas shall be kept clean and in good repair with attention paid to cleaning upholstery on a regular basis. Wheelchair lifts shall be kept clean and in good repair.

V. PROPOSAL REQUIREMENTS
A. General Requirements
Inquiries/Questions concerning this request for proposal should be made before 4:00 p.m., PST, on Wednesday, April 10, 2024.

If the Proposer is in doubt as to the meaning or finds discrepancies and/or omissions from any part of the RFP and Agreement Documents, the Proposer must submit a written request for clarification via PlanetBids.

All questions regarding this project shall be submitted electronically in PlanetBids up to the Question and Answer (QA) deadline. All project correspondence will be posted in PlanetBids. It is the responsibility of the Proposers to check the website regularly for information updates, clarifications, and addenda. At the Agency’s discretion, Proposers requests for clarifications may or may not be responded to.

8 | Page
All revisions of the RFP by the City will be made in writing and will be posted on PlanetBids in accordance with the procurement schedule. Proposers shall electronically acknowledge receipt of all addenda at time of submittal and all addenda so issued shall become part of the RFP and the effects of all Addenda shall be considered in the proposal.

B. Submission of Proposals
Proposals must be received no later than 4:00 p.m., PST, Thursday, April 25, 2024.

Proposals shall be received in electronic format EXCLUSIVELY at the City of Fountain Valley’s electronic bidding (ebidding) site, at:
https://pbsystem.planetbids.com/portal/25002/portal-home and are due by the date, and time shown on this solicitation. See “upload instructions” document for details. Files are to be uploaded accordingly:
• Response File: Upload proposal with no cost attached. • General Attachments: Upload proposal under specified file (proposal utilizing Guidelines/Requirements and/or proposal alternative) as shown on PlanetBids Do not include any cost in these attachments. • Cost File: Cost proposal is to be uploaded electronically as a separate file and not attached to the response file. Include all cost proposals for all proposed options submitted.
• Line Item (if required): make sure to input an amount on each item, can use the notes section to clarify your amount.

The following instructions describe the form in which proposals must be presented. Proposal documents must be prepared simply, economically, and provide a straightforward, concise response to the requirements of the RFP.

Completeness and clarity of content must be emphasized. The requirements stated do not preclude proposers from furnishing additional reports, functions, and costs as deemed appropriate.

C. Proposal Content Format
Each Proposal should contain no more than twenty (20) pages, including exhibits and resumes, single-sided, single column, portrait layout, 1" side margins and 1/2" top and bottom margins, font size no less than 12 pt., and single or double spaced.
• RFP Addenda. Proposers shall check the website for addenda prior to proposing and shall be required to electronically acknowledge receipt of all addenda at time of proposal submittal.

1. Transmittal Letter
The proposal transmittal letter shall be addressed to the Purchasing Officer for the City of Fountain Valley and shall contain the following:
• Name of individual, partnership, company, or corporation submitting proposal.

9 | Page
• Statement that indicates an understanding of the scope of work as presented in this specification and confirmation that all terms and conditions of the RFP are understood and acknowledged by the undersigned.
• Team organization including an organization diagram and time commitment shall be submitted showing all key team members and illustrating the relationship between the City, the manager, and key staff.
• Signature(s) of representative(s) legally authorized to bind the proposer.

2. Company Experience
• Provide a description of your company’s experiences (including subconsultants’ experience) in performing similar work, addressing the elements listed above.

3. Key Personnel/Past Performance
• Identify and describe the relevant experience and qualifications of the pertinent individuals who would serve as key personnel for various City of Fountain Valley projects.
• Identify other staff members and/or sub-consultants that would contribute to the project, and their relevant experience. • Identify availability of key personnel to work on each task described in “General Scope of Work”.
• If sub-consultants are used, names of sub-consultants’ key personnel for the project, their professional experience, qualifications, and training which are applicable to this project, and the scope of services that will be provided by each sub-consultant.
• Any changes to personnel assigned to this project shall be made in writing to CITY. CITY reserves the right to reject any proposal with modified personnel.
• The office location from which the consultant(s) shall operate.

4. Approach and Schedule
• Discuss your company’s ability to provide desired services, addressing the elements listed under “General Scope of Work”.
• Describe how your company would ensure City requests are completed in a timely manner.

5. Understanding of Project Components
• Identify objectives/tasks that you feel are key to the success of the project; this may include items not already identified in this Request for Proposal. References for protocols and methods are encouraged.

6. Quality Control
• Describe the standards and methods used by the company to assure useful quality deliverables of this nature to the client. • Describe how your firm will address concerns or deficiencies in quality control and deliverables and give a specific example.

10 | Page

7. References
• Provide descriptions and references for five comparable projects that your company has previously performed, Click or tap here to enter text.

Include contact names, company/agency and telephone numbers for each.
• Identify key personnel listed on this proposal who have worked on the reference projects.

8. Cost / Fee (submit as a separate document, not attached to the Proposal/Response file)
Compensation for services provided shall be based upon the Contractor’s detailed fee proposal.
• Identification of all costs Consultant/Vendor will charge for performing the tasks necessary to accomplish the objectives of this RFP. The costs must break out all expenses expected to be billed to the City.

Cost proposal shall include the estimated number of project work hours by each task/requirement, and the cost of each
task/requirement. A list of hourly rates of proposed project team members shall also be included along with any other fees that may be applicable and billed. Cost is to be listed out for the term of the contract.
• Firms shall provide complete cost and billing schedules of current hourly billing rates for each specialized skill, material, and support services.
• A work program together with a breakdown of labor hours by employee billing classification together with the cost of non-labor and subcontractor services shall be included with the fee proposal. The labor breakdown shall be compiled based upon a listing of work tasks that correlates with the firm’s defined scope of work for project proposal.

This information will be used by the City staff to evaluate and compare the reasonableness of the fee schedule and may be used in determining the total cost for the proposed work.
• The service contract will be for a period July 1, 2024 to June 30, 2029.

V. GENERAL REQUIREMENTS
A. DISCLAIMER
This RFP does not commit the City to award a contract, or to pay any costs incurred in the preparation of the proposal. The City reserves the right to extend the due date for the proposal, to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Contractor, or to cancel this RFP in part or in its entirety. The City may require the selected Contractor to participate in negotiations and to submit such technical, fee, or other revisions of their proposals as may result from Negotiations.

VI. TENTATIVE SCHEDULE OF EVENTS

11 | Page
The following is the Schedule of events that the City plans to follow in conducting this solicitation:

Event Tentative Date
Issuance of RFP Wednesday, March 27, 2024
Clarification Questions Due by: Wednesday, April 10, 2024 Due Date for Proposals Thursday, April 25, 2024
Interviews of Finalists, if applicable Week of May 20, 2024 Tentative Selection and City Council Award Meeting in June 2024 Begin Project Monday, July 1, 2024
VII. PROPOSAL EVALUATION, INTERVIEWS AND AWARD PROCESS
A. Evaluation Criteria
Award will be based upon a review and evaluation by a committee designated by the Purchasing Officer. Each proposal will be evaluated based on the following criteria but not limited to.

General approach and work plans to meet the requirements of the specified City objectives described in the RFP. Depth of proposer’s understanding of City’s requirements and overall quality of work plan and clarity. Understanding of compliance with all Federal, State and County health regulations
Qualifications and experience of the project manager and other key individuals.

The contractor’s /consultant’s past performance on projects of similar size and scope.

Cost & Price. Reasonableness of rates; competitiveness with other offers received; adequacy of data in support of figures quoted.

B. Interviews
If interviews are needed. A few days’ notice will be sent via email to the proposer. An interview may not be required or needed to award a contract.

C. Evaluation Procedure
An evaluation committee will be appointed to review all proposals received for this RFP. The committee is chaired by the Purchasing Officer, comprised of City staff and may include outside personnel. The committee members will evaluate the written proposals using the evaluation criteria identified. A list of top ranked proposals, firms within a competitive range, will be developed based upon the totals of each committee members’ score for each proposal. During the evaluation period, the City may interview some or all of the proposing firms. The City has established the week of May 20, 2024 as the date(s) to conduct interviews. All prospective Proposers are asked to keep these dates available. No other interview dates will be provided, therefore, if a Proposer is unable to attend the interview on the selected date(s), its proposal may be eliminated from further discussion. The interview may consist of a short presentation by the Proposer after which the evaluation committee will ask

12 | Page
questions related to the firm’s proposal and qualifications. At the conclusion of this interview process, the evaluation committee will provide a recommendation for award and the proposer being recommended will receive a notice of intent to award pending successful negotiations and contract preparation. Upon successful completion of this process, a recommendation will be made to the City Council, based on the contract, for their review and consent and unsuccessful firms will be notified.

D. Notification of Awards
The successful proposer will be required to execute a Contract agreement, See “Draft Contract”, with the City, which is subject to formal approval by the Fountain Valley City Council. The proposer will also be required to purchase a City Business License annually during the duration of the contract.

EXHIBIT “B”

INSURANCE SPECIFICATIONS
Without limiting CONSULTANT’s indemnification of CITY, and prior to performing any work under this AGREEMENT or receiving any compensation, CONSULANT shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form that is satisfactory to CITY.

General liability insurance. CONSULTANT shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than dollars per occurrence, dollars general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability.
[Check if Applicable] Automobile liability insurance. CONSULTANT shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of CONSULTANT arising out of or in connection with the work to be performed under this AGREEMENT, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than dollars combined single limit for each accident. [Check if Applicable] Workers’ compensation insurance. CONSULTANT shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least dollars). CONSULTANT shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers. [Check if Applicable] Umbrella or excess liability insurance. CONSULTANT shall obtain and maintain an umbrella or excess liability insurance policy with limits of not less than dollars that will provide bodily injury, personal injury, and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
[Check if Applicable] Professional liability (errors & omissions) insurance.

CONSULTANT shall maintain professional liability insurance that covers the services to

be performed in connection with this AGREEMENT, in the minimum amount of dollars per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this AGREEMENT.
[Check if Applicable] Pollution liability insurance. Environmental Impairment Liability Insurance shall be written on CONSULTANT’s Pollution Liability form or other form acceptable to CITY providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than dollars per claim and in the aggregate. All activities contemplated in this AGREEMENT shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites. Products/completed operations coverage shall extend a minimum of three years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage.

Policy shall specifically provide for a duty to defend on the part of the insurer. The CITY, its officials, officers, agents, and employees, shall be included as insureds under the policy.
[Check if Applicable] Explosion, collapse, underground insurance.

CONSULTANT shall furnish a copy of a public liability and property damage insurance policy with “XCU” or equivalent coverage in an amount not less than dollars per person and dollars per occurrence for personal injury. The limit of property damage liability shall be not less than dollars for each occurrence as payment for damages to property which may result from or be caused by such public display of fireworks and arising from any acts of the CONSULTANT, its agent, employees, or subcontractors presenting such public display. CITY, its officers, agents, and employees shall be additional insureds under the policy. CONSULTANT shall not cancel the insurance coverage without fifteen (15) days prior written notice to the State Fire Marshal.

Proof of insurance. CONSULTANT shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsement must be approved by CITY prior to commencement of performance. Current certification of insurance shall be kept on file with CITY at all times during the term of this contract.

CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of coverage. CONSULTANT shall procure and maintain for the duration of the AGREEMENT insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of this

AGREEMENT by CONSULTANT, his/her/its agents, representatives, employees, or subconsultants. If this AGREEMENT involves construction, CONSULTANT must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. CITY and its officers, officials, employees, and agents shall continue as additional insureds under such policies.

CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT’s payments. In the alternative, CITY may cancel this AGREEMENT.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by CITY. Notwithstanding the foregoing, XCU insurance shall have a rating of at least B-VI.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONSULTANT hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of contract provisions (non estoppel). CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of CITY to inform CONSULTANT of noncompliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder.

Specifications not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess liability

policies. Coverage available to the additional insured shall be primary and noncontributory.

Agency’s right to revise specifications. CITY reserves the right at any time during the term of the AGREEMENT to change the amounts and types of insurance required by giving CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to CONSULTANT, CITY and CONSULTANT may renegotiate CONSULTANT’s compensation.

Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY.

Timely notice of claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

City of Fountain Valley
Electronic submittal of Request for Proposal
RFP 24.004

SENIOR TRANSPORTATION SERVICES
Questions Deadline:
4:00 p.m., PST, Wednesday, April 10, 2024
Proposals Due Date:
4:00 p.m., PST, Thursday, April 25, 2024
City Contact:

Amanda McCall, Mgmt. Analyst / Purchasing Officer
email: [email protected]
Phone No. (714) 593-4413
CITY OF FOUNTAIN VALLEY’S ELECTRONIC BIDDING SITE, PLANETBIDS *Read Upload Instructions*
for important information on the best time to upload proposals (Issued March 27, 2024)

1 | Page
(Blank Page)

2 | Page
City of Fountain Valley Request for Proposal for
Senior Transportation Services

SUMMARY
The City of Fountain Valley is seeking proposals from qualified companies to provide Senior Transportation Services for the City of Fountain Valley Senior Mobility Program.

Proposals, prepared according to the following detailed instructions, must be received via PlanetBids no later than 4:00 p.m., Pacific Standard Time, Thursday, April 25, 2024.

The City of Fountain Valley assumes no obligations of any kind for expenses incurred by any respondent to this solicitation.

It is the City of Fountain Valley’s policy to assure nondiscrimination in any contract entered into pursuant to this advertisement. Firms will not be discriminated against on the grounds of race, color, national origin, or sex in consideration for an award as provided by Title VI of the Civil Rights Act of 1964.

3 | Page
The City of Fountain Valley is soliciting proposals for Senior Transportation Services I. SUMMARY
The City of Fountain Valley is seeking proposals from qualified companies to provide Senior Transportation Services for the City of Fountain Valley’s Senior Mobility Program in accordance with the requirements specified herein and including all provisions set forth in the accompanying documentation.

The City will be proposing a 5-year term contract with the selected proposer.

II. ABOUT THE CITY
Background Information
The City of Fountain Valley was incorporated in 1957 as the 21 city in the County of Orange. It is located in Orange County, California, roughly 30 miles southeast of Los Angeles and 90 miles northwest of San Diego. The City has an estimated population of 56,945 and has a land area of 9.75 square miles. The City is a full-service City that offers a range of municipal services that includes, but is not limited to: police and fire protection; water and sewer utility operations; building and safety; development services for land use planning, and zoning; housing and community development; and a full range of recreation and cultural activities. Since its incorporation, Fountain Valley has established itself both locally and nationally as a forward-looking community dedicated to improving the quality of life for its citizens.

III. PROJECT DESCRIPTION
The City of Fountain Valley (hereinafter referred to as "CITY") is requesting proposals from qualified companies to provide Senior Transportation Services for the City’s Senior Mobility Program
The Senior Mobility Program provides Fountain Valley residents 60 years of age and older with curb-to-curb transportation within the city and no more than one mile outside the City utilizing the boundaries of Bolsa Avenue/First Street (to the north), Adams Avenue (to the south), Gothard Street/Main Street (to the west) and Harbor Blvd. (to the east). The Senior Mobility Program is funded through Orange County’s Measure M2 funds. The Orange County Transportation Authority (OCTA) Project U Funding and Policy Guidelines (Exhibit A) are to be considered part of this Request for Proposals (RFP) and are hereby incorporated herein.

The City’s Senior Transportation Program currently operates seven (7) days a week, 8am to 7pm. Transportation services are currently provided by California Yellow Cab.

Prior to COVID-19, the program reached over 1,000 rides per month. Since March 2020, due to COVID-19, ridership had decreased dramatically. However, due to increased marketing efforts, the program has continued to grow. In 2023, the average monthly ridership was 358 trips per month and a continued increase is expected.

4 | Page
IV. GENERAL SCOPE OF WORK
The City is considering multiple proposal submissions. Depending on the city needs and what is proposed they are accepting and considering all options.

1. Proposal utilizing Program Guidelines / Requirements a. All service delivery models for Senior Transportation will be considered, pending they adhere to the program guidelines and requirements. Review all the Guideline and Requirements below and submit a proposal covering all needs

2. Proposal alternative (optional or in-lieu of)
a. Alternative proposals for Senior Transportation models which do no meet the specified program guidelines and requirements will be considered.

These alternative proposal should innovate service delivery models to address the City’s desire to meet the needs of our senior population.

Multiple submissions will be accepted, please review proposal requirements section B for how to submit multiple submissions . The City will be proposing a 5-year term contract with the selected proposer(s).

A. PROGRAM GUIDELINES
i. Curb-To-Curb Service: The Contractor shall provide curb-to-curb transportation within the city and no more than one mile outside the City utilizing the boundaries of Bolsa Avenue/First Street (to the north), Adams Avenue (to the south), Gothard Street/Main Street (to the west) and Harbor Blvd. (to the east).
ii. Reservations: The Contractor shall provide a toll-free telephone number for use by Senior Mobility Program (SMP) patrons. The Contractor shall dispatch a vehicle to the requested pick-up location within the City. Reservations shall be both demand responsive and allow for advanced pre-scheduled one-way or round trip transportation services within the City limits. If a toll-free telephone is not available for use, and SMP patrons can only use an application (app), please outline a reservation plan to those SMP patrons who do not have access to utilize an application (app).
iii. Travel Times: Contractor shall ensure that no pattern of excessive passenger travel time develops. Under normal operating conditions, a passenger shall not travel on a para-transit vehicle for more than 25 minutes from pickup to drop off.
iv. Days and Hours of Operation: The City’s Senior Transportation Program currently operates seven (7) days a week, 8am to 7pm.

5 | Page
v. On-Time Arrival: The SMP vehicle shall arrive on-time at the scheduled pickup location, but in no event more than ten (10) minutes after the scheduled pick-up time.
vi. Collection of City Fare Revenue: SMP passengers shall pay a fare at a rate determined by the City (currently $2.00 per one-way trip). The City reserves the right to change the fare. Contractor will invoice the City at the rate agreed to by the City, net of fare revenue collected by the Contractor on behalf of the City.
vii. The City is exploring service program models that would include, but are not limited to, taxi service and/or Shuttle service:
• Taxi - Vehicles, Maintenance, Appearance, Inspections. The Contractor shall be responsible for all operations and maintenance of all participating vehicles at its sole cost and expense, including insurance, fuel, taxes, fringe benefits, licensing, dispatching, radio equipment, training, supervision, management, service monitoring and vehicular accident reporting. All such liability shall be the sole responsibility of the Contractor. Vehicles shall have a mileage fee meter with a current approval and inspection by the Department of Weights and Measures.

The Contractor shall assure that participating vehicles meet all applicable codes, laws and regulations.
viii. Wheelchair Accessibility: The Contractor must provide vehicles that are wheelchair accessible.

B. PROGRAM REQUIREMENTS
i. Reports
a) Daily Records: The Contractor shall keep daily records of customer service reservations taken. Reservations shall include the client's name, telephone number, pick-up and drop-off address, time the call was received and time the call was dispatched.
b) Monthly Reports: The Contractor shall prepare and submit monthly reports as part of the billing invoice meeting City and OCTA SMP requirements and shall include at minimum the following: Date, Passenger ID #, Passenger Name, Pick-up address, Drop-off address, Pick-up time, Drop-off time, Trip Miles, Co Pay or voucher received, Trip type (trip category or purpose), Number of trips per client, No shows and Cancellations.

6 | Page
c) Incident Reports: Drivers shall be required to complete “incident reports” after any out of the ordinary occurrence during service including but not limited to vehicle accidents, disputes with or between passengers, passenger injury or accidents (during boarding or on-vehicle), passenger misconduct. Such reports must be submitted to City for review within twenty-four (24) hours after incident.
d) Vehicle Accidents: The Contractor shall have sole responsibility, at its own cost and expense, for repair of any vehicle damaged in a vehicular accident or by any passenger. The City retains the right to investigate any vehicular accident involving the Contractor, and may request drug/alcohol screening of a driver found to be at fault under specific circumstances.
e) Patron Complaint: The City and Contractor shall investigate and document all complaints or citizen concerns as a part of program administration by collecting as much pertinent information regarding the complaint as possible from the complaining party. The Contractor shall provide the City with the name and contact information of person to call for reporting customer complaints. Within twenty-four (24) hours of a reported complaint, the Contractor’s assigned representative shall contact the client to resolve the problem and report client complaint to the City.

Within forty-eight (48) hours of the reported complaint, the Contractor’s representative shall e-mail to the City the steps they are taking to address the client’s problem. The City reserves the right to exclude any of Contractor’s employees or drivers from participating in the program due to findings relating to a complaint or service issue.
f) Retention/Review of Records: The Contractor shall maintain all records pertaining to the services as required by OCTA Project U Funding and Policy Guidelines. The Contractor shall make its records available to the City upon request during regular business hours either for inspection or audit.
ii. Workers Compensation
The Contractor shall certify that it is aware of the Provision of the labor Code of the State of California which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and it certifies that it will comply with such provisions relating to Contractor’s designated employees before commencing the performance of the work of this agreement.
iii. Taxi Permit
All taxi drivers shall be legally licensed to operate a taxi and hold a current permit issued by OCTAP.

7 | Page
iv. Qualifications for Drivers (including taxi and shuttle bus drivers) All drivers must have a satisfactory Department of Motor Vehicles (DMV) record.

Drivers must receive sensitivity and safety training. Drivers shall assist any passenger having difficulty in boarding. Drivers shall assist passengers in wheelchairs with boarding and tie downs. Drivers are to be alert, clean, careful, courteous and competent in their driver skills. Drivers shall conform to Contractor’s dress code. City also reserves the right to request driver records and DMV pull notices.
v. Additional Responsibilities - Contractor must:
a) Perform daily pre-operation inspections that meet or exceed the guidelines provided by the SMP Funding Guidelines outlined in Exhibit A. b) Schedule preventative maintenance that meets or exceeds the guidelines provided by the SMP Funding Guidelines outlined in Exhibit A. c) Maintain all maintenance records for each vehicle for five (5) years and shall cooperate fully in annual motor coach carrier terminal inspections conducted by the California Highway Patrol.
d) All vehicles shall be cleaned daily prior to each vehicle service day and shall be kept clean throughout the day. Vehicle exteriors shall be washed not less than once per week, and after any rain or other circumstances that compromise the vehicles’ clean appearance. Floors shall be free of stains, paper or other debris, gum or other sticky substances. Windows shall be free of dirt, dust, smudges, hands or fingerprints, exterior or interior.

Dashboards, wheel wells, rails and ledges shall be kept clean, dirt and grease free. Seating areas shall be kept clean and in good repair with attention paid to cleaning upholstery on a regular basis. Wheelchair lifts shall be kept clean and in good repair.

V. PROPOSAL REQUIREMENTS
A. General Requirements
Inquiries/Questions concerning this request for proposal should be made before 4:00 p.m., PST, on Wednesday, April 10, 2024.

If the Proposer is in doubt as to the meaning or finds discrepancies and/or omissions from any part of the RFP and Agreement Documents, the Proposer must submit a written request for clarification via PlanetBids.

All questions regarding this project shall be submitted electronically in PlanetBids up to the Question and Answer (QA) deadline. All project correspondence will be posted in PlanetBids. It is the responsibility of the Proposers to check the website regularly for information updates, clarifications, and addenda. At the Agency’s discretion, Proposers requests for clarifications may or may not be responded to.

8 | Page
All revisions of the RFP by the City will be made in writing and will be posted on PlanetBids in accordance with the procurement schedule. Proposers shall electronically acknowledge receipt of all addenda at time of submittal and all addenda so issued shall become part of the RFP and the effects of all Addenda shall be considered in the proposal.

B. Submission of Proposals
Proposals must be received no later than 4:00 p.m., PST, Thursday, April 25, 2024.

Proposals shall be received in electronic format EXCLUSIVELY at the City of Fountain Valley’s electronic bidding (ebidding) site, at:
https://pbsystem.planetbids.com/portal/25002/portal-home and are due by the date, and time shown on this solicitation. See “upload instructions” document for details. Files are to be uploaded accordingly:
• Response File: Upload proposal with no cost attached. • General Attachments: Upload proposal under specified file (proposal utilizing Guidelines/Requirements and/or proposal alternative) as shown on PlanetBids Do not include any cost in these attachments. • Cost File: Cost proposal is to be uploaded electronically as a separate file and not attached to the response file. Include all cost proposals for all proposed options submitted.
• Line Item (if required): make sure to input an amount on each item, can use the notes section to clarify your amount.

The following instructions describe the form in which proposals must be presented. Proposal documents must be prepared simply, economically, and provide a straightforward, concise response to the requirements of the RFP.

Completeness and clarity of content must be emphasized. The requirements stated do not preclude proposers from furnishing additional reports, functions, and costs as deemed appropriate.

C. Proposal Content Format
Each Proposal should contain no more than twenty (20) pages, including exhibits and resumes, single-sided, single column, portrait layout, 1" side margins and 1/2" top and bottom margins, font size no less than 12 pt., and single or double spaced.
• RFP Addenda. Proposers shall check the website for addenda prior to proposing and shall be required to electronically acknowledge receipt of all addenda at time of proposal submittal.

1. Transmittal Letter
The proposal transmittal letter shall be addressed to the Purchasing Officer for the City of Fountain Valley and shall contain the following:
• Name of individual, partnership, company, or corporation submitting proposal.

9 | Page
• Statement that indicates an understanding of the scope of work as presented in this specification and confirmation that all terms and conditions of the RFP are understood and acknowledged by the undersigned.
• Team organization including an organization diagram and time commitment shall be submitted showing all key team members and illustrating the relationship between the City, the manager, and key staff.
• Signature(s) of representative(s) legally authorized to bind the proposer.

2. Company Experience
• Provide a description of your company’s experiences (including subconsultants’ experience) in performing similar work, addressing the elements listed above.

3. Key Personnel/Past Performance
• Identify and describe the relevant experience and qualifications of the pertinent individuals who would serve as key personnel for various City of Fountain Valley projects.
• Identify other staff members and/or sub-consultants that would contribute to the project, and their relevant experience. • Identify availability of key personnel to work on each task described in “General Scope of Work”.
• If sub-consultants are used, names of sub-consultants’ key personnel for the project, their professional experience, qualifications, and training which are applicable to this project, and the scope of services that will be provided by each sub-consultant.
• Any changes to personnel assigned to this project shall be made in writing to CITY. CITY reserves the right to reject any proposal with modified personnel.
• The office location from which the consultant(s) shall operate.

4. Approach and Schedule
• Discuss your company’s ability to provide desired services, addressing the elements listed under “General Scope of Work”.
• Describe how your company would ensure City requests are completed in a timely manner.

5. Understanding of Project Components
• Identify objectives/tasks that you feel are key to the success of the project; this may include items not already identified in this Request for Proposal. References for protocols and methods are encouraged.

6. Quality Control
• Describe the standards and methods used by the company to assure useful quality deliverables of this nature to the client. • Describe how your firm will address concerns or deficiencies in quality control and deliverables and give a specific example.

10 | Page

7. References
• Provide descriptions and references for five comparable projects that your company has previously performed, Click or tap here to enter text.

Include contact names, company/agency and telephone numbers for each.
• Identify key personnel listed on this proposal who have worked on the reference projects.

8. Cost / Fee (submit as a separate document, not attached to the Proposal/Response file)
Compensation for services provided shall be based upon the Contractor’s detailed fee proposal.
• Identification of all costs Consultant/Vendor will charge for performing the tasks necessary to accomplish the objectives of this RFP. The costs must break out all expenses expected to be billed to the City.

Cost proposal shall include the estimated number of project work hours by each task/requirement, and the cost of each
task/requirement. A list of hourly rates of proposed project team members shall also be included along with any other fees that may be applicable and billed. Cost is to be listed out for the term of the contract.
• Firms shall provide complete cost and billing schedules of current hourly billing rates for each specialized skill, material, and support services.
• A work program together with a breakdown of labor hours by employee billing classification together with the cost of non-labor and subcontractor services shall be included with the fee proposal. The labor breakdown shall be compiled based upon a listing of work tasks that correlates with the firm’s defined scope of work for project proposal.

This information will be used by the City staff to evaluate and compare the reasonableness of the fee schedule and may be used in determining the total cost for the proposed work.
• The service contract will be for a period July 1, 2024 to June 30, 2029.

V. GENERAL REQUIREMENTS
A. DISCLAIMER
This RFP does not commit the City to award a contract, or to pay any costs incurred in the preparation of the proposal. The City reserves the right to extend the due date for the proposal, to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Contractor, or to cancel this RFP in part or in its entirety. The City may require the selected Contractor to participate in negotiations and to submit such technical, fee, or other revisions of their proposals as may result from Negotiations.

VI. TENTATIVE SCHEDULE OF EVENTS

11 | Page
The following is the Schedule of events that the City plans to follow in conducting this solicitation:

Event Tentative Date
Issuance of RFP Wednesday, March 27, 2024
Clarification Questions Due by: Wednesday, April 10, 2024 Due Date for Proposals Thursday, April 25, 2024
Interviews of Finalists, if applicable Week of May 20, 2024 Tentative Selection and City Council Award Meeting in June 2024 Begin Project Monday, July 1, 2024
VII. PROPOSAL EVALUATION, INTERVIEWS AND AWARD PROCESS
A. Evaluation Criteria
Award will be based upon a review and evaluation by a committee designated by the Purchasing Officer. Each proposal will be evaluated based on the following criteria but not limited to.

General approach and work plans to meet the requirements of the specified City objectives described in the RFP. Depth of proposer’s understanding of City’s requirements and overall quality of work plan and clarity. Understanding of compliance with all Federal, State and County health regulations
Qualifications and experience of the project manager and other key individuals.

The contractor’s /consultant’s past performance on projects of similar size and scope.

Cost & Price. Reasonableness of rates; competitiveness with other offers received; adequacy of data in support of figures quoted.

B. Interviews
If interviews are needed. A few days’ notice will be sent via email to the proposer. An interview may not be required or needed to award a contract.

C. Evaluation Procedure
An evaluation committee will be appointed to review all proposals received for this RFP. The committee is chaired by the Purchasing Officer, comprised of City staff and may include outside personnel. The committee members will evaluate the written proposals using the evaluation criteria identified. A list of top ranked proposals, firms within a competitive range, will be developed based upon the totals of each committee members’ score for each proposal. During the evaluation period, the City may interview some or all of the proposing firms. The City has established the week of May 20, 2024 as the date(s) to conduct interviews. All prospective Proposers are asked to keep these dates available. No other interview dates will be provided, therefore, if a Proposer is unable to attend the interview on the selected date(s), its proposal may be eliminated from further discussion. The interview may consist of a short presentation by the Proposer after which the evaluation committee will ask

12 | Page
questions related to the firm’s proposal and qualifications. At the conclusion of this interview process, the evaluation committee will provide a recommendation for award and the proposer being recommended will receive a notice of intent to award pending successful negotiations and contract preparation. Upon successful completion of this process, a recommendation will be made to the City Council, based on the contract, for their review and consent and unsuccessful firms will be notified.

D. Notification of Awards
The successful proposer will be required to execute a Contract agreement, See “Draft Contract”, with the City, which is subject to formal approval by the Fountain Valley City Council. The proposer will also be required to purchase a City Business License annually during the duration of the contract.