Agenda packet — Paramount City Council, June 23, 2026 (part 7 of 7)

SECTION 4. The City Manager, City Clerk, and their designees are authorized to implement the Technological Disruption Policy and to develop administrative procedures necessary to carry out the intent of this Resolution and ensure compliance with applicable law.

SECTION 5. If any provision of the Technological Disruption Policy conflicts with future amendments to the Brown Act or other applicable law, the requirements of state law shall control, and the affected provision shall be interpreted to comply with such law.

SECTION 6. The City Clerk is directed to certify the adoption of this Resolution.

SECTION 7. This Resolution shall take effect on July 1, 2026..

PASSED, APPROVED, and ADOPTED this 9th day of June 2026. _____________________________________
Brenda Olmos, Mayor
Attest:
__________________________________
Heidi Luce, City Clerk
1 CITY OF PARAMOUNT

TECHNOLOGICAL DISRUPTION POLICY

FOR HYBRID PUBLIC MEETINGS

1. Designation of Responsible Person of the City’s Two-Way Audiovisual Platform or Two-Way Telephonic Service: The City Manager or their designee shall identify a City employee or vendor who is responsible for operating the two-way audiovisual platform or two-way telephonic service, referred to herein as the “Hybrid Platform”, at noticed public meetings of the City Council (“Responsible Person”).

Typically, the Responsible Person handles the operation of the microphones, cameras and other audio visual equipment and/or telephonic or voice equipment during City Council meetings and ensures that the Hybrid Platform has connectivity so that the meeting is displayed, both visually and with audio, in the case of an audiovisual platform such as Zoom or Teams, or telephonically if a telephonic system is utilized.

2. Role of the City Clerk. The City Clerk, or their designee, is the person designated at City Council meetings for operating the Hybrid Platform to ensure the recording of the City Council meeting and for interacting with the Hybrid Platform to receive and record public comments. The City Clerk works within the Hybrid Platform as the meeting host to queue speakers who desire to provide public comment, admit speakers into the meeting when it is their turn to speak and thereafter remove said speakers, interact with the speakers as needed, including muting and unmuting speakers, and closes the queue when the public comment period ends. If a telephonic system is used, the City Clerk conducts the same or similar activities. The City Clerk interacts with the City Manager so that speakers who participate virtually or telephonically are called upon to provide their comments.

3. Disruption of the Hybrid Platform - Notification to the Mayor. If the Responsible Person or the City Clerk determines at any time during the City Council meeting that the Hybrid Platform is experiencing technical difficulties such that there is no telephonic or internet service in order for the Hybrid Platform to be operational, or there is a disruption or other technical issue that makes two-way remote participation not possible during the City Council meeting (for example, the City Council meeting is no longer able to be observed or heard by the public via the Hybrid Platform or the public is unable to virtually or telephonically attend the City Council meeting via the Hybrid Platform), the Responsible Person or the City Clerk shall immediately inform the Mayor or the presiding officer if the Mayor is not in attendance at the meeting, that the Hybrid Platform has been disrupted and a recess is required in order to restore service to the Hybrid Platform.

4. Announcement by the Mayor. The Mayor or presiding officer shall make an announcement regarding the need to call a recess because there is a disruption or other technical issue that has rendered the Hybrid Platform non-operational preventing two-way virtual or telephonic remote participation. After such announcement, the Mayor or presiding officer shall call for a recess and inform the in-person audience that under the Brown Act, the recess may last for up to an hour or until the service is restored to the 2 Hybrid Platform. Pursuant to the Brown Act, the City Council is required to recess the open session of the City Council meeting for at least one hour following the disruption, or until telephonic or internet service is restored, whichever is earlier.

5. Recordation of the Time Recess is Called. The City Clerk shall physically in writing record the time when the recess is called by the Mayor or the presiding officer if the Mayor is not in attendance at the meeting.

6. Good Faith Attempt to Restore Service to the Hybrid Platform. During the recess, the Responsible Person and/or the City Clerk and any other member of City Staff shall make a good faith attempt to restore service to the Hybrid Platform. This includes troubleshooting any issues impacting connectivity including but not limited to the following: internet or telephonic connectivity issues (for example, check the connection, check the connection speed, test the internet bandwidth, contact the internet or telephonic provider, etc.), or audio or video quality concerns or webcam and audio issues (check settings of equipment and/or Hybrid Platform, check connections and cables, check app permissions (if applicable), ensure webcams or other cameras not blocked, adjust camera settings, test of audio, reinstall app or program (if applicable) etc.).

7. Troubleshooting Hybrid Platform is Successful. If the Responsible Person, City Clerk, or any other member of City Staff is successful in restoring the service to the Hybrid Platform within one hour of when the recess was called, the City Clerk shall inform the Mayor or presiding officer that the matter has been resolved. The Mayor or presiding officer shall then reconvene the City Council meeting and shall inform the public that service has been restored to the Hybrid Platform. The City Clerk shall physically in writing record the time of when the City Council meeting is reconvened.

8. Troubleshooting Hybrid Platform is Not Successful. If the Responsible Person, City Clerk, or any other member of City Staff was not successful in restoring the service to the Hybrid Platform within one hour of when the recess was called, the City Clerk shall inform the Mayor ore presiding officer that after making a good faith attempt to restore service, service to the Hybrid Platform was unable to be restored. The City Clerk shall give a description of the efforts made to restore service. The City Clerk shall physically in writing record the time of when the City Council meeting is reconvened.

9. Reconvening the Open Session of the City Council Meeting. The Mayor or presiding officer shall subsequently reconvene the City Council meeting. Upon reconvening the meeting, the Mayor or presiding officer shall inform the City Council and the public that services to the Hybrid Platform were unable to be restored and the Mayor or presiding officer shall request that a finding be made as follows: (i) that good faith efforts to restore the telephonic or internet service have been made in accordance with the City’s Technological Disruption Policy for Hybrid Public Meetings; and (ii) that the public interest in continuing the meeting outweighs the public interest in remote public access. The Mayor or presiding officer shall call for a motion, ask for a second and ask the City Clerk to take a roll call vote. If the motion making the finding is passed, the City Council may continue the City Council meeting.
3 10. Certain Meetings Exempt. The requirement set forth in Government Code Section 54953.4 that open and public meetings shall include an opportunity for members of the public to attend the City Council meeting via a two-way remote system (either telephonically or via an audiovisual platform), does not apply to the following meetings:
(i) a meeting to attend a judicial or administrative proceeding to which the City is a party; (ii) a meeting to inspect real or personal property provided that the topic of the meeting is limited to items directly related to the real or personal property; (iii) a meeting with elected or appointed officials of the United States or the State of California, solely to discuss a legislative or regulatory issue affecting the city and over which the federal or state officials have jurisdiction; (iv) a meeting in or nearby a facility owned by the City, provided that the topic of the meeting is limited to items directly related to the facility; and (v) a meeting in an emergency situation pursuant to Government Code Section 54956.5.

11. Closed Session During a Recess. During the recess described herein, the City Council may meet in closed session during this period for items listed in the closed session agenda for that meeting.

To: Honorable City Council
From: Lana Dich, Finance Director
By: Anthony Martinez, Financial Services Manager
Jaleen Gonzalez, Finance Assistant
Date: June 23, 2026
SUBJECT: AGREEMENT WITH BONDED BEAN, LLC. FOR UTILITY COST

AUDITING SERVICES

BACKGROUND
The City currently pays approximately $1.2 million annually for electricity and natural gas.

Utility billing is complex, requiring providers must apply many regulations, rate schedules, and usage classifications that sometimes differ for unique facility characteristics and consumption patterns. Consequently, billing mistakes by the utility companies can arise.

In 2001 and 2017, the City contracted Utility Cost Management (UCM) to perform utility bill audits. Both reviews resulted in a cost savings for the City. Since 2017 no additional audit reviews have been conducted. It is best practices to periodically conduct utility audits to identify potential cost saving opportunities and verify billing accuracy.

DISCUSSION
P3 Cost Analysts, an authorized franchise of Bonded Bean LLC, is a performance-based cost reduction consulting firm that helps businesses save millions in indirect operational expenses without adding overhead or risk. Through deep review of recurring vendor costs, they uncover billing errors, overcharges, and inefficiencies in categories like waste, utilities, telecom, merchant processing, and more. P3 Cost Analysts has served thousands of locations across industries like manufacturing, restaurants, retail, healthcare, property management, auto dealerships, schools, universities, and governments.

P3 Cost Analysts will gather existing contracts and recent invoices of the electricity and gas services from the City. P3 Cost Analysts then will perform a detailed review of tariffs, plan structures, and billing accuracy to identify potential savings, credits, and refund opportunities. A written findings report will be provided to the City outlining the recommended cost-saving. The City will review the report and approve the recommendations for implementation. Once approved, P3 Cost Analysts then will work directly with utility providers to carry out the changes. The City will pay P3 Cost Analysts 50 percent for any refunds or credits obtained and retain any one-time savings successfully realized, as outlined in the Shared Savings Agreement. Although P3 Cost Analysts will retain any one-time savings for the first year, the City will reap the full saving benefits for the years to come without paying P3 Cost Analysts any savings cost.

Agenda Report June 23, 2026
AGREEMENT - UTILITY COST AUDITING SERVICES Page 2
At this time, the total cost associated with the proposed utility review and savings services is unknown, as any compensation payable under the agreement will depend on the amount of refunds, credits, or savings. Because the potential compensation could exceed $40,000 over the course of the Agreement term, staff find it prudent to present this item to the City Council for consideration of approval in accordance with Paramount Municipal Code (PMC) §3.12.080.

Procurement
Paramount Municipal Code (PMC) §3.12.080 exempts bidding for professional service contracts to be awarded on the basis of the demonstrated competence of professional qualifications necessary for the satisfactory performance of the services required, and on the fairness and reasonableness of the cost of the services to the City, and shall not be awarded solely on the basis of cost. Bonded Bean LLC, doing business as P3 Cost Analysts, provides professional utility auditing services involving specialized expertise that qualifies as a professional service under PMC §3.12.080.

FISCAL IMPACT
There is no upfront fiscal impact associated with the audit services. Consultant compensation is contingent upon refunds, credits, or cost savings identified and realized through the audit. Any fees paid under the agreement will be funded from the resulting refunds, credits, or savings generated by the audit.

VISION, MISSION, VALUES, AND STRATEGIC OUTCOMES
The City’s Vision, Mission, and Values set the standard for the organization, establish priorities, uniformity and guidelines; and provide the framework for policy decision making. The Strategic Outcomes were implemented to provide a pathway to achieving the City’s Vision. This item aligns with Strategic Outcome No 6: Efficient, Effective, and Fiscally Responsible - Deliver an efficient and effective City government in a fiscally responsible, transparent and collaborative manner.

RECOMMENDED ACTION
Approve the agreement with Bonded Bean, LLC. for utility cost auditing services and authorize the City Manager to make final changes to the agreement that do not change the proposed rates in a form approved by the City Attorney.

SHARED SAVINGS AGREEMENT
State of , County of .

This Agreement is made this ______day of , 20 , by and between _____________________________ hereinafter referred to as Client, and _____________________________an independently owned and operated franchise of P3 Cost Analysts hereinafter referred to as Consultant.

I. Purpose of Agreement
The purpose of this agreement is to state the terms and conditions under which Consultant is to provide Client with consulting services designed to obtain refunds, credits, and reductions in the areas of Waste/Recycling, Utilities, Wireless/Telecom, Uniforms/Linens, Small Parcel Shipping, Merchant Account and P&C/Health Insurance expenses. In consideration of the mutual promises contained within this Agreement, the parties agree to the following:

II. Services to be Performed
Consultant will evaluate the Client’s Waste/Recycling, Utilities, Wireless/Telecom, Uniforms/Linens, Small Parcel Shipping, Merchant Account, and P&C/Health Insurance expenses and will examine relevant contracts and expenses incurred in these areas for the purpose of determining overcharges which may now exist or have in the past. In addition, Consultant will:

A. Analyze collected information and develop recommendations designed to reduce expenses and/or generate refunds.

B. Present recommendations along with the expected savings to Client for review and approval.

C. Implement approved recommendations.

Client agrees that approval of recommendations that will yield a positive financial impact will not be unreasonably withheld.

III. Client Agrees to Compensate Consultant as Follows:

A. Consultant offers Service and Compensation Options, as outlined in Addendum A to this Shared Savings Agreement.

Upon completion of Consultant’s evaluation and presentation of Consultant’s findings and recommendations, Client will complete a Service and Compensation Election Form specifying the Service and Compensation Option selected by Client for each expense line where expected savings and/or refunds are identified by Consultant’s evaluation and analysis.

B. If Client fails to complete the Service and Compensation Election Form for any applicable expense line within 14 days after Consultant’s findings and recommendations are presented, it is understood and agreed that Consultant 's compensation and service deliverable will default to Service and Compensation Option 2, as set forth in Addendum A.

C. If Consultant’s efforts do not identify savings that are realized through implementation of Consultant’s recommendations, no fee or compensation will be due from Client.

IV. Miscellaneous
A. Nothing in the Agreement shall be deemed to limit or abridge the right of Client to change its business operations in such a manner as it shall, in its sole discretion, deem necessary or appropriate to the conduct of its business, regardless of the effect such change shall have on its consumption or cost of operations.

Docusign Envelope ID: D37832AA-49E9-8C16-8181-AA1E24D9D093 California
X
Los Angeles
8th 26
Bonded Bean, LLC
May
B. Parties to be bound: This Agreement shall be binding upon the parties hereto and their respective heirs, successors and assigns. Client shall assign this Agreement to any successor in interest unless Consultant requests otherwise.

C. Any breach of this Agreement, including but not limited to the failure to assign this Agreement, will result in the acceleration of all future Consultant compensation due under any applicable Service and Compensation Option. The accelerated compensation amount will be the average of the most recent six months of savings invoices multiplied by the number of months remaining on the compensation term selected by the client for each respective expense line.

D. Proprietary Work Product: Client agrees that all reports, analysis, and recommendations and opportunities identified by Consultant for Client are considered Consultant’s “Confidential and Proprietary Work Product” and may not be implemented by Client at any Client facility unless Consultant is compensated as set forth in Section III, above.

E. Client agrees the expenses being audited are currently not under cost reduction evaluation by Client or any third party.

Client also agrees that all savings identified by Consultant and implemented by Client will be eligible for full payment as defined in Section III A and B, above. Any expense line that is to be excluded from Consultant’s evaluation efforts will be identified by Client in writing prior to the start of the audit. If an expense line is not excluded in writing prior to the audit and savings are obtained by Client on that item, full compensation will be due Consultant as stated within the terms of this Agreement.

F. Amendments and Modifications: Modification of or amendment of this Agreement shall be in writing and signed by both parties hereto.

G. Consultant is hereby authorized to act as Client's agent in obtaining billing information from Vendor Companies, Taxing Agencies, and other sources as required.

H. Client agrees to respond with approval/disapproval or request for extension to presented findings within 14 days of receipt.

Client Name: _________________________________________ Consultant Name: ________________________________________ Client Signature: ______________________________________ Consultant Signature: _____________________________________ Title: _________________________________________ Title: _________________________________________ Date: _________________________________________ Date: _________________________________________ Docusign Envelope ID: D37832AA-49E9-8C16-8181-AA1E24D9D093 Morgan Higham
Franchise Owner
05/08/2026

ADDENDUM A

SERVICE AND COMPENSATION OPTIONS
Option 1: 12-Month Savings Agreement
A. Consultant will receive a fifty percent (50%) share of all the credits/refunds received as a result of Consultant's efforts.

Compensation due Consultant for credits and/or refunds generated by Consultant’s efforts shall be due and payable upon Client’s receipt of any such refund and/or credit payment from the respective vendor or the posting of a credit to Client’s vendor account as a result of such refund and/or credit.

B. Consultant will receive additional compensation based on the savings which are identified by Consultant’s cost reduction efforts and recommendations. Upon completion of the audit, or as otherwise determined by Consultant, a Savings Report will be submitted to Client for each expense category (Waste/Recycling, Utilities, Wireless/Telecom, Merchant Account, Uniform/Linen, and Small Parcel Shipping) identifying the monthly savings in that respective expense category following implementation (“Implemented Savings”), if any. The monthly Implemented Savings presented to the Client in any such Savings Report will then be multiplied by a factor of 12, the resulting total of which shall be immediately payable to Consultant for services rendered. Implemented Savings are calculated as the difference between Client’s prior cost levels for audited expenses (benchmarks) and the lower cost levels set forth in new/modified contracts or service agreements, or otherwise implemented for the Client. Client acknowledges that Implemented Savings are based upon the lower cost levels implemented by Consultant and that monthly bill monitoring to ensure vendor compliance with those implemented cost levels, as well as error and overcharge resolution will remain the responsibility of the Client. Payment is considered late after 30 days and may be subject to a 2.5% late fee.

Option 2: 36-Month Savings Agreement
A. Consultant will receive a fifty percent (50%) share of all the credits/refunds received as a result of Consultant's efforts.

B. Consultant will receive additional compensation based on a percentage of the savings identified through Consultant’s cost reduction efforts and recommendations. At the end of the audit (or at another time determined by Consultant), a Savings Report will be provided for each expense category. The report will show the monthly savings in that category after implementation (“Implemented Savings”), if any. Consultant will then be compensated at fifty percent (50%) of the first thirty-six (36) months of Implemented Savings, payable monthly. Implemented Savings are measured as the difference between Client’s prior cost levels for audited expenses (benchmarks) and the new lower cost levels achieved through new or modified contracts, agreements, or other changes implemented for Client. Client understands that monthly bill monitoring, vendor compliance, and any error/overcharge resolution will remain Client’s responsibility. The 36-month option is designed as a payment plan to spread out Consultant’s fee over time. The fee is considered fully earned once the savings recommendations are implemented and remains payable in equal monthly installments for the full 36-month period. Payments are not reduced or cancelled if Client closes or sells a location, stops or reduces services with a vendor, renegotiates contracts, or otherwise changes operations during the 36-month payment term. Payments are due within thirty (30) days and may be subject to a 2.5% late fee if unpaid after that period.

C. P3 Cost Analysts will provide consulting services to help clients secure competitive pricing, coverage, and service for general liability, property, benefits/health, and other business insurance. Clients may realize savings by leveraging quotes obtained by P3 Cost Analysts, switching to carriers or agents presented, or brokering quotes through their preferred agent, with fees set at fifty percent (50%) of documented premium savings for a period of thirty-six (36) months from each renewal date, as defined by a Baseline Report. If no savings are achieved, no fee is due. Clients agree to provide necessary documentation for verification, Docusign Envelope ID: D37832AA-49E9-8C16-8181-AA1E24D9D093 limit outside quoting to their incumbent agent unless otherwise agreed, and acknowledge that P3 Cost Analysts is not acting as an insurance agent or broker and bears no liability for the actions or solvency of insurance carriers or agents selected.

Option 3: 60-Month Savings Agreement
A. Consultant will receive a fifty percent (50%) share of all the credits/refunds received as a result of Consultant's efforts.

B. Consultant will receive additional compensation in the form of a percentage share of all the savings which are actually generated and realized (“Actual Savings”) as a result of Consultant’s efforts and recommendations, based on the following schedule: 50% of the first sixty (60) months of Actual Savings, payable monthly. The Shared Savings Agreement will continue month-to-month after the initial term and can be cancelled at any time thereafter. If Actual Savings cannot be achieved, then no fees shall be due to Consultant under this section.

C. Consultant will monitor these expenses and provide ongoing reports quantifying actual savings generated. Each billing month, Consultant will attempt to obtain billing invoices via the respective vendor internet portals to calculate the Actual Savings amounts for that respective month. In the event Consultant cannot access the Client’s invoice via the vendor, the Client will mail, fax or email copies of its bills that pertain to Consultant actions implemented within 10 days of the receipt of the bill. In the event Client does not provide vendor invoices within the 10 business day timeframe, the previous month savings amount will be used for future invoicing. If invoices are received, Consultant will calculate what the costs would have been without Consultant's efforts or recommendations and compare them to the actual costs for that month. Any decrease as between the former and latter of these cost figures shall constitute the Actual Savings for that month. A statement will be presented for verification to Client and is payable upon receipt. Payment is considered late after 30 days and may be subject to a 2.5% late fee.

Docusign Envelope ID: D37832AA-49E9-8C16-8181-AA1E24D9D093 SERVICE AND COMPENSATION ELECTION FORM (Sample)
Waste/Recycling:
v Option 1: 12-Month Savings Agreement
v Option 2: 36-Month Savings Agreement
v Option 3: 60-Month Savings Agreement
Utilities:
v Option 1: 12-Month Savings Agreement
v Option 2: 36-Month Savings Agreement
v Option 3: 60-Month Savings Agreement
Wireless/Telecom:
v Option 1: 12-Month Savings Agreement
v Option 2: 36-Month Savings Agreement
v Option 3: 60-Month Savings Agreement
Uniforms / Linens
v Option 1: 12-Month Savings Agreement
v Option 2: 36-Month Savings Agreement
v Option 3: 60-Month Savings Agreement
Small Parcel Shipping:
v Option 1: 12-Month Savings Agreement
v Option 2: 36-Month Savings Agreement
v Option 3: 60-Month Savings Agreement
Merchant Accounts
v Option 1: 12-Month Savings Agreement
v Option 2: 36-Month Savings Agreement
v Option 3: 60-Month Savings Agreement
P&C/Health Insurance
v Option 1: 36-Month Savings Agreement
v Option 2: 60-Month Savings Agreement
Docusign Envelope ID: D37832AA-49E9-8C16-8181-AA1E24D9D093 425-770-9063
[email protected]
www.costanalysts.com
May 8, 2026
Anthony Martinez, Finance Manager
City of Paramount
16400 Colorado Avenue
Paramount, CA 90723
Re: Proposal for Expense Reduction Audit Services
Dear Mr. Martinez,
Bonded Bean LLC, an authorized franchisee of P3 Cost Analysts, is pleased to submit this proposal to the City of Paramount for professional expense reduction audit services. The engagement is contingency-based. The City has no out-of-pocket cost and no new budget appropriation is required to begin work. Compensation is governed by the attached Shared Savings Agreement and is paid only from savings, refunds, and credits resulting from P3's implemented recommendations.

If those efforts do not produce realized savings, refunds, or credits for the City, no fee or compensation is owed. P3 bears the full risk of the engagement.

This letter is provided as an introduction to the engagement. The Professional Services Agreement and the attached Shared Savings Agreement govern the terms, scope, and compensation mechanics of the engagement.

Engagement Scope
The City has selected the following expense categories for evaluation:
• Electricity
• Natural Gas
Additional expense categories listed in the Shared Savings Agreement may be added at a later date by mutual agreement and written amendment.

Audit Approach
Following execution of the agreements, P3 collects existing contracts and recent invoices for the inscope categories from the City. P3 then conducts a forensic review of contracts, tariffs, plan structures, and billing accuracy, and presents a written findings report identifying specific savings and refund opportunities. The City reviews the findings and approves the recommendations to be implemented. Upon City approval, P3 executes the approved changes directly with vendors. No 425-770-9063
[email protected]
www.costanalysts.com
compensation is owed unless and until savings, refunds, or credits are achieved as defined in the Shared Savings Agreement.

Compensation Structure
The engagement is structured as a contingency-based shared savings arrangement. P3 Cost Analysts is compensated only from savings, refunds, and credits resulting from P3's implemented recommendations.

Term and Reporting
The engagement covers the forensic audit, the findings report, and the implementation of approved recommendations. Specific term, deliverables, and reporting cadence are governed by the Shared Savings Agreement. P3 will meet with the Finance Manager and supporting staff during the engagement and provide written progress updates at agreed intervals.

About P3 Cost Analysts
P3 Cost Analysts has audited operating expense categories for municipalities, school districts, special districts, and private organizations across the United States, recovering verified savings across utilities, telecommunications, waste, merchant processing, managed print, uniforms and linen, small parcel shipping, and related categories. Bonded Bean LLC operates the West Coast and Southern California region and works directly with City staff throughout each engagement.

Next Steps
Upon Council authorization, Bonded Bean LLC will execute the Professional Services Agreement and Shared Savings Agreement, schedule a kickoff with City staff, and begin contract and invoice collection for the in-scope categories. The first deliverable to the City is the written findings report.

No payment is due unless and until savings, refunds, or credits are realized as defined in the Shared Savings Agreement.

Thank you for the opportunity to support the City of Paramount. We look forward to delivering measurable savings to the General Fund.

Respectfully submitted,
Morgan Higham
Owner, Bonded Bean LLC
Authorized P3 Cost Analysts Franchisee
To: Honorable City Council
From: John Moreno, City Manager
By: Lana Dich, Finance Director
Date: June 23, 2026
SUBJECT: ENTERPRISE RESOURCE PLANNING (ERP) SOFTWARE PURCHASE AND SERVICES AGREEMENT WITH TYLER TECHNOLOGIES – ERP
PRO 10

BACKGROUND
The City currently relies on an older version of Tyler Technologies’ financial management software, Eden, to operate several core municipal functions, including the general ledger, payroll, accounts payable, and water billing. Tyler Technologies has announced that Eden is being phased out with limited technical support and will no longer receive long-term development enhancements for this platform.

As a result, system performance has become increasingly unreliable, with intermittent service disruptions affecting critical operations. In addition, Eden lacks many of the advanced functionalities and integration capabilities that are standard in modern enterprise resource planning (ERP) systems. The platform’s incompatibility with current technologies further limits its effectiveness — for example, customers are no longer able to use newer mobile devices to pay their water bills.

Given these limitations, the continued use of Eden presents growing operational challenges, greater dependence on manual processes, reporting and workflow constraints, and increased cybersecurity exposure. These underscore the need for the City to transition to a modern, fully supported ERP system that can meet current and future organizational needs.

Recognizing the risks, staff initiated a comprehensive ERP replacement process to ensure operational continuity.

DISCUSSION
In early 2024, the City initiated a series of focus sessions with staff from all departments to assess organizational needs and identify the key functional requirements that a new enterprise system must fulfill. The feedback and priorities gathered during these sessions Agenda Report June 23, 2026
TYLER TECHNOLOGIES – ERP PRO 10 Page 2
informed the development of a comprehensive Request for Proposals (RFP) for a new Enterprise Resource Planning (ERP) system, which was released to prospective vendors on January 29, 2025.

The scope of the ERP project was structured to address the City’s operational requirements through a broad range of software modules and implementation services, as outlined below:

Software modules:
• Financial Applications - General Ledger, Accounts Payable, Accounts Receivable/Billing, Cashiering, Budgeting, Fixed Assets, Grants and Project Management.
• Purchasing Applications - Purchasing with Bid Management, Requisitions, Contract Management, and Inventory.
• Payroll and Human Resources Applications - Payroll, Human Resources (including leave management, labor relations, employee self-service, training and employee evaluation tracking), and Timekeeping/Employee Scheduling. • Utility Billing – Integration with AquaHawk is required.

Implementation Services:
• Implementation Planning
• Software Installation
• Software Configuration Support
• Conversion Development
• Interface Development
• Software Testing
• Software Training
• Go Live Support
The City received a total of nine proposals in response to the ERP system Request for Proposals (RFP) from the following vendors:
1) Springbrook
2) Oracle Netsuite
3) Sage ADP CUSI
4) Tyler Munis
5) GovSense & UKG
6) Open Gov - UKG
7) Harshall-Sage-ADP-CUSI
8) Trispectrix
9) Wilkens
Agenda Report June 23, 2026
TYLER TECHNOLOGIES – ERP PRO 10 Page 3
In July 2025, the City established an ERP Evaluation Team consisting of representatives from all City departments to ensure that the selection process reflected the needs and priorities of the organization as a whole. To support the evaluation process, the City also engaged AEF Systems Consulting, Inc., (AEF) an independent consulting firm specializing in ERP procurement and implementation, to conduct a comprehensive review and analysis of all submitted proposals. In addition to assisting with the procurement process, staff is proposing to continue utilizing AEF to provide management and implementation support during the ERP software deployment to help ensure successful transition to the new system.

Based on AEF’s assessment, the initial pool of nine proposals was narrowed down to three finalists; Springbrook, Tyler Munis, Oracle. Several proposals were eliminated at this stage as they did not provide a complete solution aligned with the City’s operational requirements.

Following a detailed review of the finalist proposals and consultation with AEF, the City coordinated on-site product demonstrations with the ERP Evaluation Team.

Following the demonstrations:
• Springbrook did not fully meet the City’s operational complexity and longterm scalability needs. • Oracle was determined to be a strong enterprise-level solution and appropriately sized for the City. However, the system is not purpose-built for municipal government operations. Several municipal-specific workflows, reporting structures, and regulatory requirements would require additional configuration or customization, which could increase complexity and longterm costs. • Tyler Munis is a well-established municipal ERP system with robust functionality at a very expensive price tag. During discussions with Tyler and further evaluation of the City’s needs, staff became aware of Tyler’s smaller platform, ERP Pro.

Tyler ERP Pro 10 (Recommended)
After discussions with AEF and Tyler Technologies, staff requested a formal proposal and demonstration of Tyler ERP Pro 10.

ERP Pro 10 was evaluated separately by the core team. After reviewing its functionality, modules, pricing structure, and implementation approach, staff determined that ERP Pro 10 best aligns with the City’s operational and financial needs.

Agenda Report June 23, 2026
TYLER TECHNOLOGIES – ERP PRO 10 Page 4
ERP Pro 10 provides:
• Strong municipal-focused financial functionality
• Integrated modules for GL, AP/AR, Budget, Purchasing, Payroll, HR, and Project Accounting
• Modern reporting and dashboard
• Employee self-service portal
• User-friendly interface to Water Utility smart meters system; AquaHawk • Competitive pricing structure
• Positive feedback from peer agencies currently using the system Cost Proposals:

After requesting best and final offers from all vendors, Tyler ERP Pro 10 provided the most competitive pricing.

While evaluating system functionality, total cost, municipal alignment, and implementation feasibility, the core evaluation team determined that Tyler ERP Pro 10 provides the best overall value to the City.

The system offers the right balance of municipal-specific functionality, modern architecture, reasonable total cost of ownership, and scalability for future growth.

To further validate each system’s capabilities and real-world performance, City staff conducted site visits with peer agencies currently utilizing the respective platforms, including the City of Stanton (Oracle), the City of Signal Hill (Tyler ERP Pro), and the City of Lakewood (Tyler Munis). Feedback from these jurisdictions provided valuable insight into day-to-day functionality, implementation experience, and ongoing support. Based on these discussions, staff found that Tyler ERP Pro is feature-rich, reliable, and well-suited to the operational needs of a municipal organization comparable in size and complexity to the City of Paramount.

The Tyler ERP Pro 10 platform has been identified as the best fit for the City of Paramount. Notably, several local jurisdictions in Los Angeles County have already implemented or approved the purchase of Tyler ERP Pro software. Examples include:

ONE-TIME COSTS Year 1 Year 2 Year 3 3 year Total Year 4 Year 5 5 Year Total Tyler Pro - Revised Bid 104,120$ 98,055$ 98,055$ 98,055$ 398,285$ 98,055$ 98,055$ 594,395$ No increase in SaaS fee for 5 years.

Springbrook - Revised 192,720$ 115,160$ 123,221$ 131,847$ 562,948$ 141,076$ 150,951$ 854,975$ Oracle - Revised Bid 328,144$ 102,443$ 102,443$ 102,443$ 635,473$ 107,566$ 112,944$ 855,983$ Saas fee has a 5% increase each year for last 2 years
Tyler - EERP Revised 421,675$ 142,587$ 142,587$ 142,587$ 849,436$ 142,587$ 142,587$ 1,134,610$

ONGOING COSTS
Agenda Report June 23, 2026
TYLER TECHNOLOGIES – ERP PRO 10 Page 5
• City of Agoura Hills
• City of Baldwin Park
• City of Calabasas
• City of Cudahy
• City of Duarte
• City of La Habra Heights
• City of La Puente
• City of Lomita
• City of Rosemead
• City of Sierra Madre
• City of Signal Hill
• City of South El Monte
• City of Walnut
The primary objectives of the Tyler ERP Pro 10 project implementation are to enhance the City’s operational efficiency and improve its responsiveness to both internal and external stakeholders. The City anticipates significant operational and organizational improvements, including:
• Enhanced Efficiency – A single, integrated software system operating on a unified database across all departments, reducing duplication of effort and improving data consistency.
• Improved User Experience – A modern, user-friendly interface that enables staff to easily access information and perform tasks independently, resulting in greater productivity.
• Self-Service Capabilities – Employee self-service portals that streamline communication, reduce administrative workload, and improve service delivery.

Advanced Reporting Tools – Easy-to-use reporting features that provide staff with real-time access to financial and operational data to support informed decisionmaking. • Streamlined Workflows – Strong electronic workflow functionality that automates approvals and standardizes processes, leading to increased process efficiency. • Comprehensive Document Management – A robust content management system that securely stores and allows for quick retrieval of electronic documents such as purchase orders, invoices, and payment records.
• Automated Payroll Processing – Automation of payroll functions, reducing manual data entry, improving accuracy, and enhancing overall payroll efficiency.

Agenda Report June 23, 2026
TYLER TECHNOLOGIES – ERP PRO 10 Page 6

TIMELINE
If approved, implementation of the new ERP system is expected to take approximately nine months per major phase, with full deployment of all software modules occurring over an estimated 24-month period. The anticipated implementation schedule is as follows:

July 2026 – January 2027: Financials/Budget/Procurement February 2027 – October 2027 –Human Resources/Payroll
November 2027 – June 2028– Water Utility Billing

FISCAL IMPACT
The initial cost of the proposed software and related services will be funded through the Equipment Replacement Project Fund, currently budgeted as a Capital Improvement Project (CIP) of $600,000 (CIP# 521-9571-7146). Ongoing maintenance and support costs will be incorporated into the Finance Administrative budget (111-1511) beginning in the second year.
• The Tyler ERP Pro 10 one-time implementation cost is $104,120, which includes software licensing, implementation services, data migration, and training. • In addition, the City will incur ongoing annual maintenance and support costs of $98,055 per year for the first five years, as negotiated.

Staff has also identified several internal project-related costs necessary to support a successful implementation, including:
• Backfill staffing during implementation: estimated at $100,000. • AEF Project management support: estimated between $43,700 to $61,250 for the duration of the project.

Information Technology support will be absorbed under the existing contract, and no additional cost is anticipated. These combined costs are anticipated to be accommodated within the existing CIP budget.

Agenda Report June 23, 2026
TYLER TECHNOLOGIES – ERP PRO 10 Page 7

RECOMMENDED ACTION
1) Approve the software agreement with Tyler Technologies – ERP Pro 10 as the City’s new Enterprise Resource Planning (ERP) system for an amount not to exceed $600,000 for the first five (5) years; 2) Authorize the City Manager to negotiate and execute the software agreement with Tyler Technologies, provided such negotiations do not materially change the scope of services or increase the approved contract amount; and 3) Authorize the City Manager to execute the service agreement with AEF for project management support services; and authorize the City Manager to approve necessary implementationrelated expenditures within the approved project budget. 1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement (“Agreement”) is made between Tyler Technologies, Inc. (“Tyler”) and the City of Paramount (“City” or “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. Our current Business Travel Policy is available here: https://www.tylertech.com/portals/0/terms/Tyler-Business-Travel-Policy.pdf. • “Client” means the party indicated on the signature block or, in the absence of a signature block, the Investment Summary.
• “Data” means your data necessary to use the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data, if any, 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 the Documentation in the absence of a written proposal), 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 thencurrent Documentation. • “Defined Users” means the number of users, if any, that are 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 a Third-Party Product.
• “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. Notwithstanding the foregoing, if these terms are linked from an Order Form, the Effective Date is the date your authorized representative signed the Order Form. 2 • “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.
• “Order Form” means an ordering document that includes a quote or investment summary and specifies the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “Professional Services” means those services provided by Tyler or a third party related to the scope of this Agreement and identified in the Investment Summary. • “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 our customers who have a right to use the Tyler Software. Our current Support Call Process is available here:
https://www.tylertech.com/portals/0/terms/Tyler-Support-Call-Process.pdf. • “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 or included with the Tyler Software.
• “Third-Party Terms” means the end user license agreement(s) or other terms, if any, 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”, “your” and similar terms mean Client.

SECTION B – SAAS SERVICES AND DATA SECURITY

1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your governmental purposes, subject to any limits for Defined Users or Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set 3 forth in this Agreement. In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). You acknowledge that we have no obligation to ship copies of the Tyler Software as part of the SaaS Services. Your right to use the SaaS Services applies to releases provided as part of our Maintenance and Support Services as further detailed in this Agreement.

2. Ownership.

2.1.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.

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

3. Data.

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

3.2.You expressly grant to us a limited, non-exclusive license to access, copy, transmit, download, display, and reproduce your Data to provide services pursuant to this Agreement. Additionally, you agree that Tyler may use deidentified Data for Client or third-party demonstrative or training purposes.

3.3.Our access to and use of your Data necessary to use the Tyler Software or SaaS Services will comply with applicable provisions of our Privacy Statement (available at https://www.tylertech.com/privacy) and applicable law.

3.4.Data Breach Notification. Tyler will provide notice of a breach of Client Data in accordance with applicable state and federal data breach notification laws. Tyler will notify City of a confirmed security breach (meaning a confirmed unauthorized access or disclosure of Client Data protected under applicable data protection laws as soon as practicable after Tyler becomes aware of it. The notice shall include: known information about the nature of the unauthorized access, use of disclosure; the confidential information accessed, used or disclosed; the person(s) who accessed, used, disclosed and/or received protected information (if known); what Tyler has done or will do to mitigate any deleterious effect of the unauthorized access, use of disclosure, and what corrective action Tyler has taken or will take to prevent future unauthorized access, use of disclosure. In the case of personally identifiable information (PII) or protected health information (PHI), Tyler will reimburse Client for reasonable direct costs that Client is legally required to incur under applicable data breach notification laws provided such costs directly result from a confirmed breach of Client Data for which Tyler is determined to have breached its security obligations under this Agreement. Client must provide Tyler with reasonable documentation of such costs and legal requirements prior to reimbursement.

3.5.Client’s Access to and Exporting of ERP Pro Data. Client shall have secure, role-based access to, and ability to view, configure, and export, its Client Data in the ERP Pro product through the standard functionality of the ERP Pro product 24 hours per day, 7 days per week, except during authorized periods of maintenance by Tyler (including scheduled and emergency maintenance) and periods of unavailability caused by factors outside Tyler’s reasonable control and otherwise 4 subject to the SLA. Such standard functionality includes, without limitation, (a) grid-based screens that allow users to filter, sort, save views, and export data to formats such as Excel and CSV, (b) proactive reporting such as Smart Cards and KPIs on user dashboards, and (c) standard reports across system modules that may be exported to formats such as PDF and Excel. Further, Tyler shall, within a commercially reasonable time (and in any event no later than fifteen (15) business days of Client’s request, provide Client, without charge, an extract of the Client Data in a reasonably usable, industry-standard format supported by the ERP Pro product or Tyler’s standard export tooling (including, by way of example, CSV, Excel, or PDF, as applicable to the underlying data and report). Tyler may require that such requests be submitted by an authorized Client administrator and may apply reasonable security, authentication, and rate/volume controls. If Client requests data access or exports outside the standard functionality described above, including but not limited to direct database access, real-time or replicated read-only database access, or use of third-party report writers, such services may be provided, where available, through Tyler’s optional reporting solutions (such as Advanced Cloud Reporting Services or Premium Cloud Reporting Services) or other mutually agreed add-on services and may be subject to additional fees under a separate order or statement of work. In the event Client gives Tyler written notice of a “litigation hold” or request under the California Public Records Act, then as to all data identified in such notice or request, Tyler shall, at no additional cost to Client, use commercially reasonable, and, in no event less than, legally required efforts to preserve such identified Client Data to the extent within Tyler’s possession and control and consistent with Tyler’s standard backup and retention practices pending receipt of further direction from the Client provided that Client’s notice reasonably identifies the data to be preserved, including applicable date ranges, systems, and relevant records or users. Any preservation or export efforts requiring retention or isolation beyond Tyler’s standard backup and retention practices, or requiring custom search, collection, processing, or repeated custom exports, may be provided by Tyler under a mutually agreed statement of work and may be subject to additional fees.

4. Restrictions.

4.1.You may not:

4.1.1. 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;

4.1.2. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services;

4.1.3. access or use the SaaS Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or

4.1.4. 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.

4.1.5. Notwithstanding anything to the contrary in this Section 4.1, you may disclose, with our written consent, not to be unreasonably withheld, the Tyler Software, SaaS Services, or Documentation to a third party you consult with regarding the implementation or use of the Tyler Software and SaaS Services. You must ensure that any such third-party’s use is 5 subject to the terms of this Agreement, and you acknowledge and agree that you are liable for any breach of the terms of this Agreement by such third party.

5. Software and Ownership Warranties.

5.1.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 our then-current Support Call Process.

5.2.Ownership Warranty. The Tyler Software and Documentation will not violate, infringe, or misappropriate any patent, copyright, trademark, or trade secret rights of any third party, or any third-party rights (including without limitation any property, contractual or non-disclosure rights, or any non-compete agreements). In the event of a breach of this warranty, Tyler’s intellectual property infringement obligations, set forth in Section F(1) shall apply.

6. SaaS Services.

6.1. Security Program. Consistent with the provisions of this Section 6 and Section 3.3 above, Tyler shall be responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that are substantially aligned with the security controls identified in an industry standard cybersecurity framework such as the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Client Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Client Data; (c) protect against unauthorized disclosure, access to, or use of the Client Data; (d) provide for the proper disposal of Client Data; and (e) require that all employees, agents, and subcontractors of Tyler, if any, comply with all of the foregoing. In no case shall the safeguards of Tyler’s data privacy and information security program used to protect Client Data be less stringent than the safeguards used by Tyler for its own data.

6.2.Audit & Compliance. 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 their equivalent, for so long as you are timely paying for SaaS Services. The foregoing notwithstanding, you acknowledge that the scope of audit coverage varies depending on the specific Tyler Software solution. We will provide you with a summary of our current compliance report(s) or its equivalent, upon your request. For the avoidance of doubt, if our SaaS Services are provided using a third-party data center, the compliance report may be for that third-party provider and be subject to confidential treatment in accordance with applicable law. If you want us to provide our compliance reports to a third-party auditor or similar entity, we reserve the right to require execution of an NDA by that third party.

6.3.Service Levels. The Tyler Software will be made available to you according to the terms of the SLA. Tyler SaaS Services will be provided via a third-party data center within the United States.

Your Data shall be inaccessible to our other customers.

6.4.Business Continuity. Data centers used to deliver SaaS Services for this Agreement have redundant telecommunications access, electrical power, and the required hardware to provide access to the SaaS Services in the event of a disaster or component failure. We test our disaster recovery plan on an annual basis. The plan is not client specific and is detailed in Tyler’s System & Organization Control reports or their equivalent. 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 6 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. If we employ our disaster recovery plan, we will be responsible for restoring your Data and ensuring that the SaaS Services are online, and you will be responsible for validating your Data and confirming the functioning of the SaaS Services, including any integrations.

6.5.Security Measures. We provide secure Data transmission paths between your devices and the data center used to provide SaaS Services to you. Data centers used to provide SaaS Services are accessible only by authorized personnel with a unique key entry or comparable security. 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. 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 vulnerability and penetration test scanning of our network and systems (hosted or otherwise) are prohibited. Where applicable with respect to our applications that take or process card payment data, we comply with applicable requirements of PCI DSS. We agree to supply the then-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, we will comply with applicable notice requirements.

6.6.Password Security. You are responsible for:

6.6.1. keeping your and your representatives’ passwords secure and confidential;

6.6.2. any account activity or access that occurs pursuant to you and your representatives’ passwords, its account or IdPs; and

6.6.3. notifying us of any unauthorized access to your account.

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 services fees in the amounts set forth in the Investment Summary. You acknowledge that the fees stated in the Investment Summary, unless expressly stated otherwise, 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 rate by the quoted units.

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, 7 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 (i) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (ii) 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 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 reasonable 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. All of our employees undergo 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 certify that you will use reasonable efforts to cooperate with us and make your resources available for the performance of the Agreement in accordance with its terms and the mutually agreed project schedule. Additionally, you agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to support the efficient execution of the activities required for this Agreement.

Accordingly, you will provide notice of any known inability to timely meet a project commitment so that appropriate project adjustments can be made. We will not be liable for failure to meet any project deadlines or milestones when such failure is due to Force Majeure or to the failure by you to comply with the requirements of this paragraph.

9. Maintenance and Support Services.

9.1.For the duration of this Agreement, consistent with the terms set forth in our then-current Support Call Process, we will:

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

9.1.2. provide telephone support during our established support hours as indicated in our then-current Support Call Process;

9.1.3. 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;

9.1.4. provide releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers with a current SaaS Agreement.
8 9.2.Your use of Tyler Software or SaaS Services requires that you remain current with supported releases of Tyler Software as indicated in any applicable release lifecycle policy. Our warranty and support commitments are contingent upon you using a supported version of the Tyler Software. Tyler may require you to update to a current version of the Tyler Software to address a critical issue (for example, to address an identified security vulnerability in the Tyler Software or a third-party component). Tyler will use commercially reasonable efforts to (i) minimize the number of such instances and (ii) provide as much advance notice as possible.

9.3.We will use all reasonable efforts to perform support services remotely. We reserve the right to use secure third-party connectivity tools to deliver maintenance and support services. We also reserve the right to collect Tyler Software or SaaS Services telemetry for product evaluation, quality assurance, and security monitoring and enhancement purposes. You agree to reasonably cooperate with us in providing access to your environments and Data for the purposes of providing maintenance and support services and acknowledge that our warranty, support, and service level obligations under this Agreement are contingent upon receiving reasonable access to your Data and systems.

9.4. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support; (b) application design; (c) other consulting services; or (d) telephone support outside our normal business hours as listed in our then-current Support Call Process.

10. Assignment and Removal of Personnel.

10.1After the Effective Date, we will make our project staffing assignments. Upon request, we will provide you with project resumes, demonstrating relevant past project experience, for project team members that are allocated for onsite services on the project. You agree that those resumes are for your information and planning purposes only.

10.2Once Tyler’s project team is assembled Tyler agrees that, except for reasons outside its control, it will not remove staff and personnel from their assigned project roles without reasonable advance notice and good cause, and that they will work together to mitigate project impacts after any such removal. The parties will also work together to manage the project impact resulting from the temporary unavailability of project staff from either party. We agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to you, in order to render services in accordance with contractual requirements.

In the event our personnel is/are not providing services consistent with our services warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the deficiency persists, we will replace that project member, upon your written request and demonstration of good cause. Replacement staff will be assigned following the same processes set forth above and shall have reasonably sufficient experience, and project knowledge to perform the applicable obligations under the Agreement. The foregoing notwithstanding, if the replacement personnel is providing services onsite, Client shall remain liable for travel expenses of such personnel to be invoiced in accordance with the Agreement and Business Travel Policy. 9 SECTION D – THIRD-PARTY PRODUCTS

1. Third-Party Hardware. We will sell and deliver any Third-Party Hardware set forth in the Investment Summary for the price indicated therein. Unless otherwise indicated, installation of Third-Party Hardware will be performed by Tyler or identified third party installers.

2. Third-Party Software. Your rights under this Agreement may include rights to certain Third-Party Software. We certify that we have acquired the right to provide the Third-Party Software to you.

Your rights to the Third-Party Software will be governed by the Third-Party Terms and, in the absence of such terms, this Agreement.

3. Third Party Products Warranties.

3.1 We are authorized by each Developer or its authorized reseller to sell or grant access, as applicable, to the Third-Party Products.

3.2 Unless otherwise expressly indicated, Third-Party Hardware will be new and unused. You will receive free and clear title to the Third-Party Hardware you purchase upon your payment in full of the purchase price.

3.3 You acknowledge that we are not the manufacturer of 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 ThirdParty Products.

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

SECTION E – TERM AND TERMINATION

1. Term. The initial term of this Agreement is five (5) years. For the avoidance of doubt, fees for the SaaS Services shall not increase during the initial term. The initial term commences on the first day of the first month following the date the SaaS environment is made available to you. Upon expiration of the initial term, this Agreement may be renewed by mutual agreement of the parties for successive one (1) year renewal terms at our then-current SaaS Fees. Client may indicate its agreement to renewal terms by timely payment of a Tyler invoice of annual fees for the 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 G(2).

2.1.Failure to Pay Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of fees. We may terminate this Agreement if you do not cure a failure to pay within sixty (60) days of our notice to you that you have overdue payments. 10 2.2.For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section G(2). You may terminate this Agreement for cause after following the procedures set forth in Section G(2).

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.

3. Return of Client Data. Upon the termination of this Agreement, Tyler shall promptly upon request made within a commercially reasonable period following the termination of this Agreement, provide Client, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Tyler), with a final extract of the Client Data in the format of the database or other such format as may be mutually agreed upon, provided through Tyler’s FTP server or such other secure method reasonably selected by the parties . This Section shall survive the termination of this Agreement.

4. Transition Services/Disentanglement. In connection with the termination of this Agreement for any reason, and only upon the execution of a mutually agreed upon change order or addendum, Tyler shall use commercially reasonable efforts to accomplish an adequate and timely transition from Tyler to any replacement providers designated by the Client (a “Disentanglement”). The parties shall reasonably cooperate during Disentanglement. Client shall reimburse Tyler for Disentanglement services provided by Tyler at Tyler’s then-current rates, plus reasonable costs, and expenses, as set forth in the parties’ executed change order or addendum.

SECTION F – INDEMNIFICATION, LIMITATION OF LIABILITY, INSURANCE AND REPRESENTATIONS

1. Intellectual Property Infringement Indemnification.

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

1.2.Our obligations under this Section F(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.

1.3.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:

1.3.1. procure the right to continue its use;

1.3.2. modify it to make it non-infringing; or

1.3.3. replace it with a functional equivalent.
11 We may elect to employ these remedies in advance of litigation if we receive information concerning an infringement or misappropriation claim.

1.4.This section provides your exclusive remedy for third-party copyright, patent, or trademark infringement and trade secret misappropriation claims.

2. General Indemnification.

2.1.Tyler agrees to indemnify, defend, and hold harmless Indemnitee from and against any and all third-party liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments, including reasonable attorneys’ fees and costs, for: (a) bodily injury (including death) or damage to tangible property, arising out of our negligence or willful misconduct; or (b) our violation of 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. We will not agree to a settlement that requires you to perform or abstain from any action (including but not limited to making a payment) without your consent, not to be unreasonably withheld, and we will not agree to any other settlement without giving you advance notice thereof and a reasonable opportunity to provide feedback on that proposed settlement, which feedback we will consider in good faith.

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. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS

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

ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (i) DURING THE INITIAL TERM, AS SET FORTH IN SECTION E(1), TWO TIMES (2X) THE TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (ii) DURING ANY RENEWAL TERM, TWO TIMES (2X) THE THEN CURRENT ANNUAL SAAS FEES.. 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 F(1) AND F(2).

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

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT,

OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12 6. Insurance.

6.1.During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (i) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; (ii) Automobile Liability of $1,000,000 combined single limit; (iii) Professional Liability (inclusive of cyber protection of $5,000,000 per claim and in the aggregate; (iv) Workers Compensation complying with applicable statutory requirements; and (v) Excess/Umbrella Liability of $5,000,000.

6.2.The Indemnitees shall be included as additional insureds in the Commercial General Liability, and Excess/Umbrella Liability policies.

6.3.The Commercial General Liability and Excess/Umbrella Liability policies shall contain standard cross liability clauses.

6.4.All policies will be issued by carriers with an AM Best rating.

6.5.The liability policies shall be primary without right of contribution from any Indemnitee for claims under our Commercial General Liability, or Automobile Liability policies (and by extension of Umbrella/Excess Liability policies)that are caused, in whole or in part, by Tyler as respects the Agreement.

6.6.Tyler waives all rights of subrogation on claims under our Commercial General Liability or Automobile Liability policies (and by extension of Umbrella/Excess Liability policies) that arise out of or relate to the contract and are between us and you, except to the extent the damage or injury is caused by you .

6.7.Tyler will provide Client thirty (30) days’ prior notice of any cancellation or reduction in our insurance coverages below the minimum requirements set forth in the Agreement unless replaced.

6.8.Tyler shall provide Client with certificates of insurance and endorsements, evidencing all of the above coverage, including the additional-insured, primary/noncontributory, and waiver-ofsubrogation requirements noted above.

6.9.Tyler shall provide Client with certificates of insurance evidencing renewal or substitution of such insurance as close as practicable to the effective date of such renewal or substitution.

7. General Corporate Representations and Warranties. Tyler represents and warrants that: (a) it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (b) the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles.

8. Certification as to Pending Litigation. Tyler certifies that there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.

SECTION G – 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) 13 months have expired, you may purchase additional products and services at our then-current pricing, 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. Performance Issues and Dispute Resolution.

2.1.Notice. You agree to provide us with written notice within thirty (30) days of receipt of an invoice (for invoice disputes) or, in the case of performance, becoming aware of an issue related to our performance under this Agreement.

2.2.Invoice Issues.

2.2.1. If the issue relates to an invoice, your notice must include the following: (i) the issue(s) with the invoice; (ii) the specific fee(s) at issue; and (iii) the corrective action(s) you are requesting of Tyler.

2.2.2. We will provide a response to your notice that (i) supports the validity of the invoice as issued by us; (ii) adjusts the invoice; or (iii) describes our plan to address the issues identified in your notice.

2.2.3. You agree to pay all undisputed fees by the due date. You acknowledge that you forfeit your right to dispute any fees under this Agreement when you fail to pay undisputed fees within sixty (60) days of our notice that the fees are overdue.

2.2.4. In addition to any other remedies available to us under this Agreement or law for nonpayment, we reserve the right to recover from you our reasonable costs of collection associated with your failure to timely pay amounts due under this Agreement.

2.2.5. WE RESERVE THE RIGHT TO SUSPEND PERFORMANCE OF ANY SERVICE, INCLUDING ACCESS TO SAAS SERVICES, FOR FAILURE TO TIMELY PAY UNDISPUTED FEES FIFTEEN (15) DAYS FOLLOWING OUR NOTICE OF INTENT TO DO SO.

2.3.Dispute Resolution. 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 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.

3. 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.

4. Nondiscrimination. We will not discriminate against any employee or applicant in our employment practices or the performance of our duties, responsibilities, and obligations under this Agreement because of race, color, religion, gender, age, disability, religious beliefs, national, or ethnic origin. 14 We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.

5. E-Verify. We use the U.S. Department of Homeland Security’s E-Verify system to confirm the eligibility of all current employees and persons hired during the contract term to perform services within the United States under this Agreement.

6. Subcontractors. We will not subcontract any Professional Services specifically for this Agreement without your prior written consent, not to be unreasonably withheld.

7. 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.

8. 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.

9. 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.

10. 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, or implied. 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 in writing, signed by an authorized representative of the party against whom enforcement is sought.

11. 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.

12. 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.

13. Independent Contractor. We are an independent contractor for all purposes under this Agreement with no authority to contract for Client or in any way to bind or to commit Client to any agreement 15 of any kind or to assume any liabilities of any nature in the name of or on behalf of Client. Under no circumstances shall Tyler, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Client. In recognition of Tyler’s status as an independent contractor, Client shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Tyler or Tyler’s agents or staff, if any. Client shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Tyler nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of Client.

14. Conflict of Interest. Tyler certifies that it, its officers, and employees, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, will not employ any person having such an interest. Tyler and its officers, and employees, shall comply with all conflict of interest statutes of the State of California applicable to Tyler’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.

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: (i) actual receipt by the receiving party; or (ii) five (5) days following deposit with registered or certified mail with proper postage affixed and addressed to the other party at the address set forth in this Agreement 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. Tyler shall not refer to Client directly or indirectly in any advertisement, news release, or publication, or use any Client logo, seal or mark, without prior written approval from Client, except that you agree that we may identify you by name in client lists.

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. For purposes of this Agreement, in all cases and for all matters, Client Data shall be deemed to be confidential Information. 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:
i. 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;
ii. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
16 iii. a party receives from a third party who has a right to disclose it to the receiving party; or iv. 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. It is understood that Client is subject to the California Public Records Act.

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

19. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of your state or commonwealth of domicile, without regard to its rules on conflicts of law, with venue for litigation being in a state or federal court of competent jurisdiction serving Los Angeles County.

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

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

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

22. Compliance with Applicable Laws. Tyler, in the performance of services, will comply with all applicable state and federal laws and regulations. The fees in the Investment Summary are based, in part, on the cost of compliance with applicable laws existing as of the Effective Date. Should laws applicable to Tyler’s performance under the Agreement change after the Effective Date, Tyler reserves the right to request a change order, subject to mutual agreement of the Parties, for the additional work, time, or cost that may be required to comply with the new law or regulation.

23. Client’s Rights to Employ Other Consultants. Subject to the provisions of Section 4.1.5 above concerned accessing to the Tyler Software, SaaS Services, or Documentation, Client reserves the right to employ other consultants in connection with the subject matter of the Services.

24. Captions and Terms. The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

25. 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 17 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.

26. Contract Documents. This Agreement includes the following exhibits, which are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and a provision of Tyler’s proposal, the provisions of this Agreement shall control:

Migration Term Addendum
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Terms
Exhibit C Service Level Agreement
Exhibit D Third-Party Terms
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 Paramount, California
By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Paramount
7701 College Boulevard 16400 Colorado Avenue
Overland Park, KS 66210 Paramount, CA 90723-5050
Attention: Chief Legal Officer Attention: ___________________________ 1 Migration Terms Addendum

1. Scope. The terms in this Migration Terms Addendum (“Addendum”) apply to the agreement to which it is attached (“Agreement”), and under which we will provide certain Tyler software solutions listed in the Agreement’s Investment Summary (hereafter, the “Replacement Modules”) to replace some or all of Tyler solutions previously provided to you (hereafter, the “Migration Modules”). Accordingly, any conflict between the terms in this Addendum and the Agreement will be resolved in favor of the term(s) in this Addendum. The Migration Modules are listed in the Comments Section of the Investment Summary, and any capitalized terms not otherwise defined herein will have the meaning assigned to those terms in the Agreement.

2. Support & SaaS Services for Migration Modules. Your payment of annual SaaS Fees for the Replacement Modules includes annual maintenance and support services in the scope described by the Agreement, and, to the extent currently being provided, annual SaaS Services, for the Migration Modules for the time period covered by your payment of annual SaaS Fees.

3. License/Use Rights for Migration Modules. Unless expressly stated otherwise in the Agreement, your license to use a Migration Module terminates when the applicable Replacement Module is used in live production.

4. Credit for Prepaid Fees for Migration Modules. In the event you prepaid annual maintenance or SaaS fees for Migration Modules for any time during your annual SaaS Term for your Replacement Modules, Tyler will credit that prepayment to your account. This credit may be applied towards any future purchases from Tyler under the Agreement. 1 Exhibit A
Investment Summary
The Investment Summary details the products and services to be delivered by us, or a third party, as applicable, to you under the Agreement. This Investment Summary is effective as of the Effective Date regardless of any expiration date in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

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1 Exhibit B
Invoicing and Payment Terms
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. Tyler Annual Services.

1.1. SaaS Services. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section E(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.

1.2. Other Annual Services. Fees for annual services other than SaaS Services are invoiced on an annual basis, beginning with 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. Tyler Services.

2.1. Professional Services Generally: Unless otherwise indicated below, fees for Tyler services are invoiced as delivered.

2.2. Consulting Services: Fixed fee Consulting Services 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.

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 (i) 50% upon delivery of specifications and (ii) 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. 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. Strategic Program Management Services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of program planning.
2 3. Hardware & Third-Party Products.

3.1. Hardware: Hardware costs, if any, are invoiced upon delivery.

3.2. 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.

3.3. 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.

3.4. Third Party Software. License Fees for Third Party Software, in any, are invoiced when the applicable Third Party Software is made available to you for download.

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

3.6. Third-Party SaaS Services. Third-Party SaaS Services fees, if any, are invoiced on an annual basis, 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. Unless express stated otherwise, pricing for subsequent years will be at 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 monthly 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 must be approved in writing in advance by Client and will be billed as incurred and only in accordance with our then-current Business Travel Policy. Receipts for lodging or flight/transit will be provided upon request. We will not travel to your location without coordinating that travel with you in advance. For the avoidance of doubt, no travel is anticipated for the services in Exhibit A as of the Effective Date.

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].
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 related to the availability of the Tyler SaaS Services that you have requested us to provide. All other support services are documented in the Support Call Process.

This SLA does not apply to any Third-Party SaaS Services.

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 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. 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 (15) days of the end of the applicable month. We will respond to your relief request within thirty (30) days of receipt.

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

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

Client Relief Schedule
Actual Attainment Client Relief

99.99% - 99.70% Remedial action will be taken

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

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

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

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

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

Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window.
1 Exhibit D
Third-Party Terms
Third Party Verification Services Terms. Third Party Verification Services will be provided pursuant to the Equifax Verification Terms of Service, and Client will comply with such terms and obligations of furnishers under the FCRA, in each case, found at https://www.tylertech.com/client-terms/equifaxverification-terms-of-service.

Cornerstone OnDemand Terms. Your use of Cornerstone OnDemand software and services is subject to terms found here: https://s3.us-east1.amazonaws.com/sumtotalsystems.com/prod/images/cornerstone-terms-of-use.pdf. By signing a Tyler Agreement or Order Form including Cornerstone software or services, or accessing, installing, or using Cornerstone software or services, you agree that you have read, understood, and agree to such terms. In addition, implementation of Cornerstone software and services may require inclusion of a Cornerstone Statement of Work
DebtBook. Your use of DebtBook software and services is subject to the terms found here: DebtBook End User License Agreement | Tyler Technologies. By signing a Tyler Agreement or Order Form, or accessing, installing, or using DebtBook software or services, you agree that you have read, understood, and agree to such terms.

DigEplan Pro. Your use of DigEplan is subject to the LCT Software LLC Subscription Terms & Conditions found here: https://www.tylertech.com/client-terms/lct-software-llc-an-avolve-company-subscriptionterms-conditions. By signing a Tyler Agreement or Order Form including DigEPlan, or accessing, installing, or using DigEplan, you agree that you have read, understood, and agree to such terms.

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

Emphasys Terms. Your use of SymPro software and services is governed by terms available here: https://tylertech.com/portals/0/terms/Emphasys-Software-Agreement/Emphasys-SoftwareAgreement.pdf. By signing a Tyler Agreement or Order Form containing such software or services, or accessing, installing, or using SymPro software or services, you agree that you have read, understood, and agree to such terms.

Envisio Terms. Your use of Envisio software and services is subject to the terms found here:
https://www.tylertech.com/client-terms/envisio-solutions-inc-end-user-license-agreement. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Envisio software or services, you agree that you have read, understood, and agree to such terms. 2 Fire Prevention Mobile Terms. Your use of Tyler’s Fire Prevention Mobile solutions is subject to the terms found here: https://www.tylertech.com/terms/fire-prevention-mobile-third-party-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using the Fire Prevention Mobile solution, you agree that you have read, understood, and agree to such terms.

Koa Hills Terms. Your use of Koa Hills SaaS is governed by terms available here:
https://www.tylertech.com/Portals/0/Terms/Koa-Hills-Software-as-a-Service-Agreement.pdf. By signing a Tyler Agreement or Order Form containing Koa Hills SaaS, or accessing, installing, or using Koa Hills SaaS, you agree that you have read, understood, and agree to such terms.

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

Polco Terms. Your use of Polco software and services is subject to the terms found here:
https://www.tylertech.com/client-terms/polco-end-user-license-agreement. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Polco software or services, 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.

TrueRoll Terms. Your use of TrueRoll software and services is subject to terms found here:
https://tylertech.com/portals/0/terms/TrueRoll-Software-Services-Agreement.pdf. By signing a Tyler Agreement or Order Form including TrueRoll software or services, or accessing, installing, or using TrueRoll software or services, 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
1 CITY OF PARAMOUNT

PROFESSIONAL SERVICES AGREEMENT
(With Professional Liability)
This Agreement is made and entered into as of _________, 2026 by and between the City of Paramount, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 16400 Colorado Avenue, Paramount, California 90723 (“City”), and AEF Systems Consulting, Inc. a corporation with its principal place of business at 78590 Sunrise Mountain VW, Palm Desert, California 92211 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City requires provision of the following professional services:

Provide high-level project management services, with AEF serving as an independent implementation advisor to the City, including oversight and milestone monitoring; review of vendor progress; early identification of risks; and advising City leadership on key decisions, all as more fully set forth and described in this Agreement .

B. Consultant is duly licensed and/or otherwise fully authorized by law, and has the necessary experience and qualifications, to provide such services. City enters into this Agreement in substantial reliance on such experience and qualifications.

C. The Parties enter this Agreement in order to set forth terms and conditions governing Consultant’s performance of the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Scope of Services.

Consultant shall perform the services generally described in (i) the Scope of Services attached hereto as Exhibit “A”; (ii) any applicable request for proposals issued by the City; and (iii) as otherwise required by this Agreement, all to City’s satisfaction (collectively, “Services” herein.)

2. Compensation.
a. Subject to Section 2.b, below, the City shall pay for the Services satisfactorily performed, in accordance with the Schedule of Rates/Payments set forth in Exhibit “B”, attached hereto.
b. In no event shall the total amount paid for the Services exceed the sum of $61,250.

This amount covers and is inclusive of all labor, materials, and any and all other costs incurred by Consultant in performing the Services, unless otherwise agreed upon in writing. Consultant shall be deemed to have made all necessary inquiries and site Paramount PSA_Prof Liability (January 2025) 2
inspections prior to agreeing to perform the Services. Periodic payments for undisputed work shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

3. Additional Work.

The Parties may agree on additional work to be provided as part of the Services. An amendment to this Agreement shall be prepared by the City and executed by both Parties authorizing such additional work and compensation therefor, prior to such work being performed.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available for review by the City at all reasonable times during the term of this Agreement and for four (4) years from the date of final payment by City.

5. Term; Time of Performance.

The term of this Agreement shall commence on the date first set forth above and shall expire on June 30, 2028, unless extended or earlier terminated as provided herein.

Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines agreed upon in writing. Consultant represents that it has the professional and technical personnel required to satisfactorily perform the Services as required by this Agreement. All indemnification provisions of this Agreement shall survive and remain in effect following the termination of this Agreement.

The Parties may, by mutual, written consent, extend the term of this Agreement.

6. Delays in Performance.
a. Force Majeure. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by force majeure events. Force majeure events mean and refer to circumstances beyond the reasonable control of the nonperforming party including, but not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.

Consultant’s lack of financial capability, not due to any of the foregoing events, shall not constitute a force majeure event.
b. Should a force majeure event occur, the non-performing party shall, within a reasonable time of being prevented from performing, but not more than three (3) business days, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

Paramount PSA_Prof Liability (January 2025) 3

7. Compliance with Law.
a. Consultant shall comply with all applicable local, State, and federal laws, ordinances, statutes, codes and regulations, including Cal/OSHA requirements, in the performance of the Services.
b. City may, but is not required, to assist Consultant in obtaining and maintaining all permits required of Consultant by federal, state and/or local regulatory agencies. c. If applicable, and unless otherwise provided in the Scope of Services, Consultant is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care.

Consultant’s Services shall be performed in accordance with the generally accepted professional standards of practice and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently performing similar services under similar conditions in the County of Los Angeles. Consultant shall, at all times herein, possess any and all State of California and/or federal professional licenses and certifications, as applicable, required to lawfully perform the Services.

9. Assignment and Subcontracting.

Consultant shall not assign or transfer this Agreement or any rights or obligations under, or any interest in this Agreement, or subcontract any required performance hereunder, without the prior written consent of the City, which may be withheld for any reason. The Services required to be performed by the Consultant are personal to the Consultant. Any attempt to so assign, transfer, or subcontract without such consent shall be void and without legal effect and shall constitute grounds for termination. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all requirements of this Agreement.

10. Independent Contractor.

Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant is or shall become an employee of City. The work to be performed shall be in accordance with the Scope of Services described in this Agreement, subject to such directions and amendments from City as herein provided. a. All work and other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant’s employees or other personnel under Consultant’s supervision, and Consultant and all of Consultant’s personnel shall possess the qualifications, permits, and licenses required by State and local law to perform the Services, including, without limitation, a City of Paramount business license as required by the Paramount Municipal Code. Consultant will determine the means, methods, and details by which Consultant’s personnel will perform the Services.

Consultant shall be solely responsible for the satisfactory work performance of all Paramount PSA_Prof Liability (January 2025) 4
personnel engaged in performing the Services and compliance with the customary professional standards.
b. None of Consultant’s employees and/or other personnel performing any of the Services under this Agreement on behalf of Consultant shall be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant’s personnel require to perform any of the Services required by this Agreement.

Consultant shall perform all Services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. c. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) or any other retirement program, as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits or any other retirement benefits.
d. To the maximum extent permitted by laws, Consultant shall indemnify, defend and hold harmless the City and other Indemnitees (as defined in Section 13.a herein), from any and all liabilities, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provision of this Section 10, or any of Consultant’s personnel practices. In addition to all other remedies at law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification obligation arising under this Section. The duty of indemnification set Paramount PSA_Prof Liability (January 2025) 5
forth in this Section is in addition to all other indemnification provisions of this Agreement.

11. PERS Compliance.

General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. .

12. Insurance.

Unless otherwise permitted in writing by City’s Risk Manager, Consultant shall not commence work for the City until it has secured insurance in such forms and with such limits as set forth in Exhibit “C“ attached hereto, and provided evidence thereof that is acceptable to the City. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.

13. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by City), indemnify and hold the City, its elected and appointed officials, officers, attorneys, agents, employees, servants, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 13) free and harmless with respect to any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages, stop notices and/or injury of any kind, in law or equity, to property or persons, including bodily injury, wrongful death, personal injury and property damage, in any manner arising out of, pertaining to, or incidental to any acts, errors, omissions, or willful misconduct of Consultant, its owners, officials, officers, employees, servants, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, and/or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, or by the City or any of the other Indemnitees. Consultant’s duty to indemnify and hold harmless City shall not extend to the City’s sole or active negligence or willful misconduct.

Paramount PSA_Prof Liability (January 2025) 6
b. For Design Professional Services: If Consultant’s Services hereunder include the performance of professional services by a “design professional,” as the term is defined under California Civil Code § 2782.8(c), then to the fullest extent permitted by law, the Consultant shall, at its sole cost and expense, indemnify and hold harmless the Indemnitees, and each of them, from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys’ fees and costs of defense, whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of the Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual for whom the Consultant shall bear legal liability) in the performance of design professional services under this Agreement.

Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant, exceed Consultant’s proportionate percentage of fault. Consultant’s duty to indemnify and hold harmless City shall not extend to the City’s sole or active negligence or willful misconduct.
c. The provisions of this Section 13 shall survive the termination of this Agreement.

14. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720, et seq. and 1770, et seq., which require the payment of prevailing wages and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with the Prevailing Wage Laws. These rates are on file with the City Clerk or may be obtained at: http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. (i) Copies of the prevailing wage rates may be obtained at cost at the City Clerk's office. Consultant shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Consultant shall comply with the provisions of Sections 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Consultant shall forfeit to the City, as a penalty, not more than $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Agreement, by them or by any subcontractor under them, in violation of the provisions of this Agreement. (ii) Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and Paramount PSA_Prof Liability (January 2025) 7
1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
b. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of this Agreement and require the same of any subcontractors, as applicable.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of the Services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

15. Data Security.
a. As used in this Agreement, “City Data” means any and all information and data provided or made accessible, directly or indirectly, to Consultant by City, or otherwise acquired from City, in connection with Consultant’s performance of the Services. As between the Consultant and the City, any and all City Data is solely owned by City.

Consultant is granted a limited, non-exclusive, and revocable license to use City Data solely as necessary to perform the Services. At no time shall Consultant use City Data for its own purposes, or sell, disclose or disseminate City Data, except as required by law or to provide the Services. At all times herein, Consultant shall protect and maintain the security of City Data using methods providing not less than the level of security Consultant uses for its own confidential data, and that otherwise comply with recognized industry data security standards applicable to similar kinds of governmental data and information.
b. To the extent any City Data consists of personal information as defined in the California Consumer Privacy Act (Civil Code Section 1798.100, et seq.), Consultant shall comply with that statute and with Civil Code Section 1798.80. et seq., including providing the required notifications in the event of any unauthorized access or Paramount PSA_Prof Liability (January 2025) 8
disclosure of personal information stored, maintained, accessed, used or transmitted by Consultant in connection with this Agreement. Notwithstanding the foregoing, Consultant shall within 24 hours notify the City Representative by telephone and in writing of any unauthorized access of City Data. Thereafter, Consultant shall render any assistance to City and law enforcement as necessary to ascertain the nature and extent of such unauthorized access.
c. Consultant shall not store City Data using cloud-based storage without City’s prior, written consent, unless the use of such storage is clearly described in the Scope of Services. Where permitted herein, any and all cloud-based storage shall be on servers and other hardware located within the continental United States, and shall be in compliance with ISO/IEC 27001 - 27018, as applicable, unless otherwise agreed to in writing by the City Representative. Cloud storage using Amazon Web Service or Microsoft Azure shall be deemed to satisfy the requirements of this subsection (c).

16. Confidential Information
Consultant understands and agrees that, in the performance of the Services under this Agreement or in contemplation thereof, Consultant may have access to private or confidential information which may be owned or controlled by the City and that, if disclosed to third parties, could be damaging to the City. Consultant agrees that all City information and data provided to or made accessible to Consultant by City shall be held in confidence and disclosed only as needed in performance of this Agreement, or as required by law.

Consultant shall exercise the same standard of care to protect such information as a reasonably prudent consultant would use to protect its own confidential and/or proprietary information and data.

17. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California without regard for conflicts of laws rules. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Los Angeles, State of California. Consultant must comply with the claim procedures set forth in Government Code section 900, et seq. prior to filing any lawsuit against the City.

18. Termination.
a. City has the right to terminate any portion or all of the Services under this Agreement with or without cause, by giving ten (10) calendar days’ prior, written notice to Consultant. In such event, City shall be immediately given title to and possession of all Work Product, including all related intellectual property rights, and original field notes, drawings and specifications, written reports and all other documents produced or developed pursuant to this Agreement. Provided Consultant is not then in breach, City shall pay Consultant the reasonable value of services rendered for any portion of the Services completed prior to termination. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Consultant. City shall not be liable for any Paramount PSA_Prof Liability (January 2025) 9
costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services or services within the Scope Services performed prior to the effective date of this Agreement, and shall not be entitled to damages or compensation resulting from such termination of the Services. b. Consultant may terminate its obligation to provide further Services under this Agreement by serving written notice of termination to the City, provided Consultant has first served the City with a written notice of default and demand to cure, and City has failed to cure such default within thirty (30) days of receipt of such notice.

19. Ownership of Work Product.
a. Except as otherwise provided in Section 18, “Termination”, above, and unless otherwise agreed upon in writing, all draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Consultant in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made or termination of the Agreement by City, provided that any such use shall be at City’s sole risk. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. “Work Product” does not include intellectual property lawfully owned by or licensed to Consultant prior to the effective date of this Agreement. b. Consultant hereby assigns to City all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights that are not otherwise vested in the City pursuant to subsection (a), above. c. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment or Consultant’s default, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Consultant shall defend, indemnify and hold City, and the other Indemnitees (as defined in Section 13(a), above) harmless from any and all loss, claim or liability in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products, ideas or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or Paramount PSA_Prof Liability (January 2025) 10
licenses for City; or (b) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement.

20. Party Representatives.

Consultant hereby designates Annette Feliciani, or his or her designee, as Consultant’s Representative for this Agreement, unless and until written notice of a new representative acceptable to City is provided to City. City hereby designates Finance Director Lana Dich, or his or her designee, as City’s Representative for this Agreement. The foregoing Representatives shall be authorized to approve non-monetary revisions to this Agreement, provide consent where required herein, and to make other administrative decisions that will be binding on their respective Party, except as otherwise specifically required herein.

21. Notices.

Any notice or instrument required or permitted to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY:

City of Paramount
16400 Colorado Avenue
Paramount, CA 90723
Attn: Finance Director Lana Dich
CONSULTANT:

AEF Systems Consulting, Inc.
78590 Sunrise Mountain VW
Palm Desert, CA 92211
Attn: Annette E. Feliciani, President
and shall be effective upon receipt thereof.

22. Third Party Rights.

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

23. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Entire Agreement.

Paramount PSA_Prof Liability (January 2025) 11
This Agreement, with its exhibits, all of which are incorporated by reference herein, and all documents incorporated by reference, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto.

This is an integrated Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and any exhibit hereto or document incorporated by reference herein, the provisions of this Agreement shall govern.

25. Severability.

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render any other provisions unenforceable, invalid or illegal.

26. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement.

However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

27. Non-Waiver.

None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is agreed to in writing, and any such waiver shall be limited to that set of circumstances and not to any future circumstances unless another written waiver is executed.

28. Time of Essence.

Time is of the essence in each and every provision of this Agreement.

29. City’s Right to Employ Other Consultants.

City reserves its right to employ other consultants to provide the Services or similar services to the City.

30. Interest of Consultant.

Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services under this Agreement. Consultant certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of the City.

Paramount PSA_Prof Liability (January 2025) 12

31. Interest of Subcontractors.

Consultant further covenants that, in the performance of this Agreement, no subcontractor or person having any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services under this Agreement shall be employed. Consultant has provided City with a list of all subcontractors and the key personnel for such subcontractors that are retained or to be retained by Consultant in connection with the performance of the Services, to assist the City in affirming compliance with this Section.

32. Prohibited Interests.

Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. If required, Consultant further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
Paramount PSA_Prof Liability (January 2025) 13

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PARAMOUNT
AND AEF SYSTEMS CONSULTING, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF PARAMOUNT CONSULTANT: AEF SYSTEMS
CONSULTING, INC.

By:____________________________ By:____________________________ John Moreno, City Manager Annette E. Feliciani, President By: ____________________________
Annette E.Feliciani, Sec’y / Treasurer
[Two corporate signatures required if corporation]
ATTEST:

By:___________________________
Heidi Luce, City Clerk
Paramount PSA_Prof Liability (January 2025) Exhibit - 1

EXHIBIT A
Scope of Services
AEF Systems Consulting will assist with the implementation of the selected vendor by providing overall project management services. To ensure a cost-effective approach for the City, AEF proposes to serve in a high-level project management role as an independent implementation advisor. In this capacity, AEF will provide oversight and milestone monitoring, review vendor progress, identify risks early, and advise City leadership on key decisions. AEF will provide the following services:

1. Weekly remote project check-ins with City staff

2. Periodic coordination meetings with the vendor project manager

3. Milestone readiness monitoring

4. Issue escalation support

5. Executive-level status summaries when needed
Implementation Timeline Overview
Paramount PSA_Prof Liability (January 2025) Exhibit B - 1

EXHIBIT B
Schedule of Rates/Payments
Consultant will invoice City on a monthly cycle, or otherwise as expressly provided in this Agreement. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task, as applicable. Consultant will inform City regarding any out-of-scope work being performed by Consultant. Any other terms and conditions relating to the amount of compensation to be paid to Consultant are as follows:

Paramount PSA_Prof Liability (January 2025) Exhibit C - 1

EXHIBIT C

INSURANCE

1. Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section, or as may otherwise be permitted or required in writing by the City’s risk manager.

2. Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

A. Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.

B. Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

C. Professional Liability (Errors & Omissions): Consultant shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a “claims-made” policy is provided, it shall include an extended reporting period of not less than three (3) years.

D. Commercial 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 the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident. The City of Paramount, its elected or appointed officers, officials, employees and volunteers shall be named as additional insureds on such policy.

E. Cyber Liability: Vendor shall maintain comprehensive cyber liability insurance with limits of $1,000,000 per occurrence/loss and $2,000,000 general aggregate. If a “claims-made” policy is provided, it shall include an extended reporting period of not less than three (3) years.

Paramount PSA_Prof Liability (January 2025) Exhibit C - 2 F. For Commercial General Liability and Commercial Automobile Liability (CGL Coverage):

The City will be named as an additional insured, under the commercial general liability (“CGL”) insurance policy coverage, for all liability arising out of the operations by or on behalf of the named insured, and this CGL policy protects the additional insured, its officers, agents and employees against liability for personal and bodily injuries, deaths or property damage or destruction arising in any respect, directly or indirectly, in the performance of the contract.
(i) Each such CGL policy shall be endorsed with the following language: The City of Paramount, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (a) activities performed by or on behalf of the Named Insured, including the insured's general supervision of the Named Insured, (b) products and completed operations of the Named Insured, or (c) premises owned, leased or used by the Named Insured. (ii) This CGL policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (iii) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
(iv)The Additional Insured coverage under the Consultant’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or selfinsurance and shall be at least as broad as CG 20 01 04 13.

G. Deductibles and 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, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

3. Waiver of Subrogation. All policies of Commercial General Liability, Commercial Automobile Liability, and Worker’s Compensation 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 the City, its officials, officers, employees, and agents to the extent of such coverage.

4. Evidence of Insurance. The Consultant shall deliver redacted copies of the required policies or original certificates of insurance and redacted or specimen endorsements issued by their insurer. The Consultant and its insurer are solely responsible for ensuring that the required insurance complies with this Agreement and provides adequate coverage for all services performed. The Consultant shall procure insurance policies that meet the stated standards.

At least fifteen (15) days before any policy expires, or within a reasonable time after policy renewal, the Consultant shall provide evidence of renewal or replacement coverage. If any Paramount PSA_Prof Liability (January 2025) Exhibit C - 3 policy is canceled or reduced, the Consultant must file evidence of reinstatement or replacement coverage within ten (10) days of receipt of written notice of the change.

The City may request copies of insurance policies and endorsements for informational purposes only, without assuming any obligation to verify compliance or adequacy.

5. Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 payments. In the alternative, City may cancel this Agreement effective upon notice.

6. Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

7. Enforcement of Agreement Provisions (non-estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

8. Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Agreement are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

Paramount PSA_Prof Liability (January 2025) Exhibit C - 4 WORKER’S COMPENSATION INSURANCE CERTIFICATION

WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations: (ONE OF THE

PARAGRAPHS BELOW MUST BE CHECKED)
 I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this Agreement.  I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.

My workers' compensation insurance carrier and policy number are:

Carrier Hanover American Insurance Company
Policy Number WZCH413981
  I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of Paramount and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS

UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.

By: _________________________________ Dated: April 14 2026

Paramount City CouncilJune 23, 2026

Paramount City Council
June 23, 2026