Brea City Council
May 21, 2024

7. That in the event of a tie vote (if any two (2) or more persons receive an equal and the highest number of votes for an office) as certified by the County of Orange Registrar of Voters, the City Council in accordance with Election Code Section 15651(a) shall set a date, time, and place and summon the candidates who have received the tie votes to appear and will determine the tie vote by lot.

8. The City Council authorizes the City Clerk to administer said election and all reasonable and actual election expenses shall be paid by the City upon presentation of a properly submitted bill.

9. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED this 21st day of May, 2024.

RESO NO. 2024-0XX
May 21, 2024
3 _______________________________
Christine Marick, Mayor
ATTEST: _________________________
Lillian Harris-Neal, City Clerk
I, Lillian Harris-Neal, City Clerk of the City of Brea, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Brea, held on the 21st day of May, 2024, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAINED: COUNCILMEMBERS:

DATED: _________________________
_______________________________
Lillian Harris-Neal, City Clerk
RESO NO. 2024-0XX
May 21, 2024
1 RESOLUTION NO.2024-0XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BREA

REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY

OF ORANGE TO CONSOLIDATE A GENERAL MUNICIPAL
ELECTION HELD ON NOVEMBER 5, 2024 WITH THE

STATEWIDE GENERAL ELECTION TO BE HELD ON THAT DATE
PURSUANT TO SECTION 10403 OF THE ELECTIONS CODE
A. RECITALS:
(i) The City Council of the City of Brea called a General Municipal Election to be held on November 5, 2024, for the purpose electing of two (2) Members of the City Council and one (1) Treasurer for full terms of four (4)years each. (ii) The City Council desires to consolidate the General Municipal Election with the Statewide General Election held on the same date so that within the City, the precincts, polling places and election officers of the two elections shall be the same; that the county election department of the County of Orange will canvass the returns of the General Municipal Election; and to have the election be held in all respects as if there were only one election.

B. RESOLUTION:

NOW, THEREFORE, the City Council of the City of Brea does resolve, declare, determine and order as follows:

1. That pursuant to the requirements of Section 10403 of the Elections Code, the Brea City Council hereby requests the Board of Supervisors of the County of Orange to consent and agree to the consolidation of a General Municipal Election with the Statewide General Election on Tuesday, November 5, 2024, for the purpose of electing two (2) Members of the City Council and one (1) Treasurer for full terms of four (4) years each.

RESO NO. 2024-0XX
May 21, 2024
1 2. That this resolution authorizes the county election department to canvass the returns of the General Municipal Election. The election shall be held in all respects as if there were only one election and shall use only one form of ballot.

3. That this resolution requests that the Board of Supervisors issue instructions to the county election department to take any and all steps necessary for the holding of the consolidated election.

4. That the City of Brea recognizes that the County will incur additional costs by reason of this consolidation and agrees to reimburse the County for such costs.
5 That the City Council hereby directs the City Clerk to filea certified copy of this resolution with the Board of Supervisors and the county election department of the County of Orange.
6 That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED this 21st day of May, 2024.
___________________________
Christine Marick, Mayor
ATTEST: _________________________
Lillian Harris-Neal, City Clerk
RESO NO. 2024-0XX
May 21, 2024
1 I, Lillian Harris-Neal, City Clerk of the City of Brea, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Brea, held on the 21st day of May, 2024, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAINED: COUNCILMEMBERS:

DATED: _____________________________
_______________________________
Lillian Harris-Neal, City Clerk
City of Brea
City Council Regular Meeting Communication
Personnel Budgeting Software Purchase
Meeting
Tuesday, May 21, 2024, 7:00 PM
Agenda Group
CONSENT CALENDAR Item: 4D
TO
Honorable Mayor and City Council Members
FROM
Bill Gallardo, City Manager

RECOMMENDATION
Authorize the City Manager or designee to approve the Software as a Service Agreement between the City of Brea and ClearGov, Inc. for a Personnel Budgeting software solution in the amount of $127,141 for a five-year term.

BACKGROUND/DISCUSSION
The Budget Division of the City of Brea currently utilizes a salary and benefit budgeting module within the CentralSquare Financial System called “Personnel Budgeting”.  This module is used to calculate salary and benefit information as part of the budget process.  The implementation of this module was also intended to be used to run various costing scenarios as part of the labor negotiation decision making process.  However, after five (5) years of use, the Personnel Budgeting module has proven to be time consuming for staff to setup; difficult to maintain employee pay records; and is unable to run various costing scenarios effectively and efficiently.  In addition, the setup of the module is very complex and allows for budgeting errors that may impact the budget decision making process.

City staff submitted a Decision Package as part of the Fiscal Year 2023-25 biennial budget process, recommending replacement of the existing system with a more innovative solution that will enhance efficiencies with improved automation while maintaining accuracy and timeliness of information.  This decision package was approved and staff moved forward with efforts to procure this solution.

In February of 2024, a Request for Proposal (RFP) was issued to solicit the services of a software provider capable of meeting the personnel budgeting needs of the organization.  The scope of services described in the RFP detailed the required features that the software solution must be able to provide while also listing optional features.  Although the immediate focus was a personnel budgeting module, City staff remained open to future consideration of additional features and modules that may be included at a reduced cost through bundling options and package offers.  Five proposals were received by the February 29, 2024 deadline, and three of them were identified as best meeting the proposal evaluation criteria for a Personnel Budgeting solution, which are listed below:

Vendor Product Name Implementation and 5-Year Cost
ClearGov Inc. ClearGov $127,141
IGM Technology Corp. Gravity $137,616
Questica Ltd. Questica $161,253
Administrative Services budget team staff coordinated virtual meetings with the top three vendors and Human Resources staff were also invited to participate, as these software solutions offer additional features that may also benefit the Human Resources Division.  Representatives from each software provider gave presentations and answered questions allowing City staff to get an understanding of the product and the features and functionality available.

After careful consideration, the recommended solution is ClearGov, Inc.  Their solution provides a user-friendly yet powerful budgeting software tool that is cost effective, comes highly recommended by other agencies and meets the d f i ti Th i i d l id d b Cl G I ll f lti di t f 3% li d Attachments
Attachment A - Personnel Budgeting RFP & Addendum
Attachment B - ClearGov Proposal
Attachment C - ClearGov SaaS Agreement & Service Order
needs of our organization.  The pricing model provided by ClearGov, Inc. allows for a multi-year discount of 3% applied to all five years.  Although the agreement is for a five-year term, the contract allows the City to terminate for any reason at the completion of each annual period by providing the vendor with 60 days prior written notice.

COMMISSION/COMMITTEE RECOMMENDATION
This Staff Report was reviewed by the Finance Committee on May 14, 2024, and was recommended for approval.

FISCAL IMPACT/SUMMARY
Funding for this software was appropriated as part of the Fiscal Year 2023-25 biennial Operating Budget and is funded from the City’s General Fund (110) as well as the Information Technology Fund (475).  Staff recommends awarding the agreement to ClearGov, Inc. for a total cost of $127,141, which includes initial implementation and the annual software licensing and support fee for the five-year term.  No additional appropriation is needed at this time.

RESPECTFULLY SUBMITTED:

William Gallardo, City Manager
Prepared by: Anthony Godoy, Senior Management Analyst
Concurrence: Alicia Brenner Budget Manager; Kristin Griffith Director of Administrative Services; and RFP No. 2024.02.06.01
Request for Proposals
Personnel Budgeting Software
TIMELINE | Key Milestones
Key Milestone Schedule
Release of RFP February 6, 2024
Question Deadline February 15, 2024 by 5:00 pm PST
Pre‐Proposal Conference (if applicable) Not Applicable
Final Addendum Issued February 23, 2024
Proposal Deadline February 29, 2024 by 5:00 pm PST
Interviews (week of)* March 11, 2024
Selection of Proposer* March 18, 2024
Finance Committee Recommendation* March 26, 2024
City Council Award* April 2, 2024
Services Begins* April 8, 2024
*Tentative and may be amended at the City’s option
To obtains solicitation documents, submit questions, receive answers, and submit a proposal, proposer’s can visit the City’s eProcurement Portal at the following hyperlink https://www.publicpurchase.com/gems/brea,ca/buyer/public/home (registration required).

Please note that proposals may only be submitted electronically.

REQUEST FOR PROPOSALS
for Comprehensive User Fee Study and Cost Allocation Plan RFP No. 2024.02.01.01
PART I

REQUEST FOR PROPOSALS

RFP No. 2023.02.06.01
City of Brea
Personnel Budgeting Software
Request for Proposals
Personnel Budgeting Software
I. Overview
A. Purpose
The City of Brea (“City”) is requesting proposals from qualified service providers to provide Personnel Budgeting Software, as further set forth in Part III hereto, the Scope of Services and Specification Section (“Services”).   Those submitting proposals are each referred to herein as “proposer”. Any proposer selected to provide the foregoing services are sometimes referred to herein as “contractor.”
B. Specific Processes Applicable to this Request for Proposal (RFP) To obtain solicitation documents, submit questions, receive answers, ad submit a proposal, visit the City’s eProcurement Portal at the following hyperlink (registration is required) City’s eProcurement Portal
https://www.publicpurchase.com/gems/brea,ca/buyer/public/home

PROPOSALS MAY ONLY BE SUBMITTED ELECTRONICALLY
II. Questions and Answers.

A. Questions
Any person contemplating submitting a proposal in response to this RFP who has questions, requires clarification, or finds any discrepancies with respect to any part of this RFP, the Scope of Services and Specifications, the City’s standard agreement contained herein, or any of the terms and conditions included therein (collectively, “Solicitation” or “RFP”), must submit their questions through the City’s eProcurement Portal listed above by the Question Deadline set forth in the Timelinesreferenced on page one or as may be modified by any addendum.  Questions not received by the Question Deadline will not be considered.  As such questions, are non‐responsive to the Solicitation requirements.

B. Answers
The City will issue addenda to answer question(s) received by the Question Deadline and provide clarifications and modifications to the Solicitation utilizing the City’s eProcurement Portal as provided above, when deemed to be of sufficient importance or otherwise necessary to more fully implement the goals and intent of this RFP.  Proposers must acknowledge receipt of all City‐issued addenda.  Only City’s written addenda can modify the requirements of this RFP. Any modifications set forth in such addenda will supersede and take precedence over the original RFP and any

RFP No. 2023.02.06.01
City of Brea
Personnel Budgeting Software
preceding addendums. Any other form of communications shall have no force or effect with respect to this Solicitation.  The City will not be bound by any verbal representations of any City official or employee.

PROPOSALS NOT RECEIVED ELECTRONICALLY BEFORE THE PROPOSAL DEADLINE, SHALL NOT BE OPENED AND SHALL BE DISREGARDED. PROPOSERS BEAR ANY AND ALL RISKS OF UNTIMELY, OR NON‐RECEIPT OF ANY PROPOSAL, REGARDLESS OF THE CAUSE.

III. Costs Included in Proposal
A. Preparation Expense
Proposers prepare and make proposal(s) at their sole expense.

B. All‐Inclusive Costs
Pricing Must Be All‐Inclusive.  EACH PROPOSAL MUST BE INCLUSIVE OF ALL COSTS TO PERFORM THE REQUIRED SERVICES.  Any and all costs of labor, transportation, materials, software, equipment, proprietary licenses, and any and all other fees, costs, taxes, insurance, and expenses necessary to comply with the requirements of this RFP and to provide the Services, must be included in the proposal price.

IV. Proposal Submission Requirements
A. General
i. Checklist.  Use this section as a checklist to help provide a complete response.  Failure to include and provide all the information specified may result in rejection of the proposal without further evaluation or award consideration.
ii. Signatures.  Proposers must sign all forms where indicated. Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5. iii. Additional Material. Do not include any promotional material or any material that is not directly relevant to the objectives of this Solicitation. iv. Organization. Organize the proposal in the order shown below, separate each section with a section page and title, and number each section beginning with one. v. Sections Division and Purpose. Note the Qualifications and Forms sections will be used to determine if the proposer is qualified and responsive, while the Technical and Costs sections will be used to determine how well the proposer meets the requirements of this Solicitation and if the proposed costs are fair and reasonable. The Technical and Costs sections of the successful proposal may be attached to and incorporated as part of Exhibit A to the City’s standard Agreement for execution.

B. Introduction Section
i. Title Page. Provide a title page showing the Solicitation subject; the proposer’s name; address, and the date of the proposal.
ii. Table of Contents. Provide a table of contents detailing the various sections and page numbers of the information contained in the proposal.

RFP No. 2023.02.06.01
City of Brea
Personnel Budgeting Software
iii. Letter of Transmittal. Provide a letter of transmittal signed by an individual authorized to bind the proposer, briefly stating the proposer's understanding of the work to be done, the commitment to perform the work within the required time period(s), a statement why the proposer believes itself to be best qualified to perform the Services and a statement that the proposal is a firm and irrevocable proposal.

C. Qualifications Section
i. Background. Provide the proposer company’s full legal name, address, phone, fax, email, website; Prior company names (if any) and years in business; mergers, buyouts; Organizationalstructure (i.e. corp., LLC,sole proprietorship, etc.) and chart; Names and titles of the principal owner(s); Person(s) authorized to contractually bind the company. List any pending litigation and describe any contracts terminated for cause and any governmental enforcement actions against proposer’s company during the previous five (5) years.  List any special recognition or awards.
ii. Experience. Provide a summary of experience with similar kinds of work; Familiarity with state and federal procedures; Experience working with public agencies. Provide current business references for whom your company has provided similar services, and a very brief description of the provided services.
iii. Qualifications. Provide a summary of financialresponsibility; Demonstrated technical ability; Capability of developing innovative or advanced techniques; Special qualifications, training, credentials; Staff names, titles, role, qualifications, experience, and length of service and the designated project manager to be assigned to this agreement. iv. Understanding. Describe proposer’s understanding of the work to be done as required by this RFP. Include any issues that will require special consideration in providing the Services and identify any unique approaches or strengths your company may have.

D. Technical Section
i. Approach. Provide a detailed discussion and proposed methodologies of the proposer’s approach to the successful performance of the Services. Include thorough discussions of methodologies proposer believes are essential to accomplishing each task. Include a proposed work schedule to accomplish all of the required tasks and identify the team member responsible for each.
ii. Proposed Schedule. Provide a detailed recommended schedule of activities. If a Meet and Confer and Presentation Requirements and/or a Tentative Schedule are provided in the Scope of Services and Specifications Requirements Section any recommended modifications should be addressed.

E. Cost Section
i. Pricing. Pricing shall be as specifically described in Exhibit A to the City’s standard form of agreement attached hereto and incorporated by reference herein.

RFP No. 2023.02.06.01
City of Brea
Personnel Budgeting Software
F. Forms Section
i. Standard Forms.
a. Non‐Collusion Affidavit Form
b. References Form
c. Subcontractors List‐Standard Form
d. Statement of Compliance or Exceptions Form
e. Status of Past and Present Contracts Form
f. Insurance Commitment Form
g. Firm Proposal Form
h. Proposer Qualifications Response Form
G. Withdrawal and Validity. Proposals may be withdrawn or re‐submitted before the Proposal Deadline.  Otherwise, proposals are binding for 120 days from the Proposal Deadline.

V. Proposal Review
A. Opening Proposals. Proposals remained unopened until the Proposal Deadline and thereafter will be electronically unsealed to begin the review and evaluation process set forth in the Evaluation, Award, Contract, Notice to Proceed Section below.

B. Proposal Information Posted. Proposals received by the Proposal Deadline, will have results posted on the City’s website at www.ci.brea.ca.us/1254/Requests‐for‐Bids‐Proposals‐and‐ Quotes. The Proposal results are subject to change based on responsiveness and determination of qualifications. Further information may be obtained by visiting the webpage, clicking on Requests for Bids, Proposals, and Quotes, and scrolling to the desired solicitation. City will not provide results by any other means.

C. Information Posted. For this RFP, only company names of proposers timely submitting proposals, will be initially posted.  No proposal will be available for public review until the evaluation phase has been completed and an award recommendation, if any, has been made.

D. All Proposals Become City Property and Public Records. All submitted proposals will become City property and public records subject to disclosure. However, no proposal will be disclosed unless and until a proposer isselected and recommended for contract award to the City Council; all proposals are rejected; or, this RFP process is terminated.

DO NOT SUBMIT CONFIDENTIAL INFORMATION. Any and all notices of “trade secrets”, “confidential information”, “do not disclose”, and/or any similar types of notices in a proposal will be disregarded.

VI. Evaluation
A. Non‐Responsive Proposals. Proposals that are late or misdirected; or where the proposer did not attend any required mandatory Pre‐Proposal Meeting or is suspended or debarred (www.sam.gov) are non‐responsive. Proposals that did not include the required documents or

RFP No. 2023.02.06.01
City of Brea
Personnel Budgeting Software
information; modified any terms and conditions; had excessive or inadequate price relative to the Scope of Services and Specifications Requirements may cause the Proposal to be deemed non‐responsive. Non‐responsive Proposals will not be considered for further evaluations or award.

B. Responsive Proposals. Proposalsthat conform in all material respectsto the RFP and are eligible for further consideration.

C. Informalities. City may waive any informalities in any proposal or this RFP process as deemed in City’s best interest.

D. Basis of Award and Evaluation Criteria.  If an award is made, it shall be made based on the proposal determined to provide the greatest benefit to the City. City will evaluate and score each proposal based on how well it meets the Proposal Submission Requirements including, but not limited to, the Qualifications, Technical, Cost, Forms sections; any required clarifications, presentations, interviews; other available information; any required Best and Final Offer (BAFO) responses; and any other requirements of this RFP not mentioned specifically in this paragraph.

The scoring for Evaluation Criteria is set forth below:

Responsiveness of the Proposal including ability to meet the City’s timelines, and acceptance of City’s standard form of agreement 25%
Proposer’s qualifications and prior experience 25%
Technical approach to provide the Services 20%
Value and economy to City of the proposed Project approach 20% Pricing 10%
The City reserves the right to select one or more proposers for further consideration or award of a contract, based solely on their proposal or, on their proposal and any interviews. The City reserves the right to negotiate a final agreement with one or more of the top scoring proposers.

Award, Reject, Rescind.

As may be in City’s best interest, City may accept and award a contract to any proposer; rescind any award; reject any or all proposals; and/or terminate this RFP process at any time.

Agreement.

If an agreement is awarded, City will do so after the successful proposer has satisfied all post‐award requirements (insurance, bonding, etc.).  The City’s standard form of agreement is attached. Any requested changes to the agreement will be considered as part of the evaluation/scoring process.

Notice to Proceed.

City will issue a notice to proceed to contractor(s) to commence providing the Services at the time stated in that notice. Absent a formal notice to proceed letter, delivery of the Purchase Order becomes the de facto notice to proceed unless otherwise stated in the Purchase Order.

End of this Section.

REQUEST FOR PROPOSALS
for Comprehensive User Fee Study and Cost Allocation Plan RFP No. 2024.01.10.01

PART II

STANDARD FORMS

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM A

NON-COLLUSION AFFIDAVIT FORM
Note: To be executed by Proposer and submitted with Proposal. proposal (name of proposing company)
that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal; that the PROPOSER has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or to refrain from proposing; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the PROPOSER or any other proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer; that all statements contained in the proposal are true; and, the PROPOSER has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, depository, or to any member or agent thereof, to effectuate a collusive or sham proposal, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a PROPOSER that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that they have full power to execute, and does execute, this declaration on behalf of the PROPOSER.

I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct and that this declaration is executed as set forth.

Signature:

Name/Title Date:

Notary is not required for this proposal.

State of
( the State of the place of business)
County of
( the County of the place of business)
, b eing first duly sworn, deposes and
( name of the person signing this form)
says that he/she is of
( title of the person signing this form)
, the party making the foregoing

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM B

REFERENCES FORM
(Proposer’s Company Name)
Provide current business references for whom your company has provided similar services.

Provide very brief description of the Project services your company provided to the reference.

Any unsatisfactory references or past unsatisfactory work performance with City may eliminate Proposer from further consideration (Brea City Code Sec. 3.24.020.M)

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM C

SUBCONTRACTORS LIST-STANDARD FORM
(Proposer’s Company Name)
Provide the information requested below. Duplicate this form as necessary to complete list. ☐ Check this box, if no subcontractors are to be used for any of the proposed work.

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM D

STATEMENT OF COMPLIANCE OR EXCEPTIONS FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation.
(Proposer’s Company Name) Select
one:

No Exceptions
By checking the above box, Proposer declares their Proposal was prepared in strict compliance with the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement.

With Exceptions
By checking the above box, Proposer declares their Proposal was prepared in consideration of but with exceptions to one or more of the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement, in which case Proposer must provide a detailed list for all such exceptions in the following format.

Section
Page # Term, Condition, Specification Exception & Benefit to City City A
or D
Proposer acknowledges that City may accept or reject any or all of Proposer’s listed exceptions or reject the Proposer’s entire Proposal that contain any exceptions.

Signature:

Name/Title Date:

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM E

STATUS OF PAST AND PRESENT CONTRACTS FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation. As used in this form, “Proposer” means Proposer or any 10% or greater owner of the proposing company; “Contract Termination” means termination for cause by any other party to a contract with the Proposer; “Settlement” means settlement of any claim or lawsuit brought against Proposer in connection with Proposer’s services; and, “Legal Action” means any lawsuit alleging fraud, breach or any other misconduct by, or filed against, Proposer.

By checking the above box, Proposer declares that the Proposer has not had any Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder and currently does not have any pending Contract Terminations, Settlements, or Legal Actions.

One or More Contract Terminations, Settlements, or Legal Actions By checking the above box, Proposer declares that the Proposer has had either one or more Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder in which case, Proposer must provide a list for all such contracts and include:

Contract Title, Contract Value, Termination Date, Company Name, Contact Name, Phone Number, and Reasons for and descriptions of the Terminations, Settlements, or Legal Actions.

The Proposer acknowledges that City may: reject any declarations that are not accompanied with the required documentation as described above; or reject any Proposals wherein Proposer has had any Terminations, Settlements, or Legal Actions that City in its sole discretion deems unacceptable.

Signature:

Name/Title Date:

(Proposer’s Company Name)
No Contract Terminations, Settlements, or Legal Actions

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM F

INSURANCE COMMITMENT FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation.
(Proposer’s Company Name)
Proposer acknowledges that:

City reserves the right to modify the insurance requirements as set for in the Insurance Requirements section of the Agreement including limits, based on nature of the risk, prior experience, insurer, coverage, or other special circumstances.

City’s acceptance and/or approval of the proposer’s insurance documents does not and shall not be construed to relieve proposer of any obligations, responsibilities or liabilities under any resultant Contract.

Proposer’s failure to comply with the required insurance as set forth in the Insurance Requirements of the Agreement is a breach of contract, which may result in one or more of the following: suspension of work, suspension or termination of contract, remuneration of procurement costs for obtaining a replacement contractor, and suspension from submitting future proposal based on proposer’s default.

Proposer, at Proposer’s sole cost and expense, hereby promises and agrees to:

Acquire required insurance set forth in the Insurance Requirements of the Agreement.

Provide policies of insurance from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California prior to commencing any work and allowing any subcontractor to commence work on any subcontract until it has secured all required insurance unless otherwise permitted or waived in writing by City’s Risk Manager.

Maintain in force at all times during the term of any Contract, insurance policies as set forth in the Insurance Requirements of the Agreement; replace any policies whose carrier’s rating falls below A VII with policies that meet or better the required A VII rating no later than the renewal date of the policy; amend, supplement, or endorse existing insurance policies that do not meet the insurance requirements set forth in the Insurance Requirements.

Proposer certifies, represents, and commits to all the Insurance Requirements of the Agreement.

Signature:

Name/Title Date:

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM G

PROPOSER QUALIFICATIONS RESPONSE FORM
(Proposer’s Company Name)
Proposers must have demonstrated trustworthiness, as well as the necessary quality, fitness, capacity, and experience to satisfactorily provide the requirements specified in this Solicitation based on prior experience with city, references, and other available information.

Provide the information requested below. Do not omit or renumber any sections. All items listed must be submitted and checked off to ensure qualification responsiveness.

1. Background.

Please provide the following information about your company:
☐ Your company’s full legal name, address, phone, fax, email, website. ☐ Prior company names (if any) and years in business; mergers, buyouts, etc. ☐ Organizational structure (i.e. corp., LLC, sole proprietorship, etc.). ☐ Names and titles of the principal owner(s).
☐ Person(s) authorized to make commitments for your company. ☐ Special recognition or awards.

2. Experience.

Provide the following information relative to required services:
☐ Summary of Experience with similar kinds of work.
☐ Familiarity with state and federal procedures.
☐ Experience working with public agencies.
☐ Narrative of the working relationship with current business references for information not already included in the References Form.

3. Qualifications.

Provide the following information relative to required services:
☐ Financial responsibility.
☐ Demonstrated Technical Ability.
☐ Capability of developing innovative or advanced techniques. ☐ Special qualifications, training, credentials.
☐ Staff names, titles, role, qualifications, and experience assigned to this Project. ☐ Designated project manager assigned to this Project.

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

4. Understanding.

Provide the following information relative to required services:
☐ Understanding of the work to be done based on this Solicitation. ☐ Include issues that you believe will require special consideration for this Project. ☐ Identify unique approaches or strengths your company has relative to required services.

5. Approach.

Provide the following information relative to required services:
☐ Understanding of the work to be done.
☐ Adequacy of labor and resources to satisfactorily perform the requested services and meet the City’s needs.
☐ Names and titles of key management personnel.
☐ Team to be assigned for these services.

Submitted by:

Signature:

Name/Title Date:

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM H

FIRM PROPOSAL FORM
(Proposer’s Company Name)
FIRM PROPOSAL made by Proposer to the City of Brea:

I, the undersigned, hereby represent and warrant that I am authorized to submit this Proposal on behalf of and to bind the principals who I represent, to all the requirements of the City of Brea’s Terms and Conditions, Specifications, Scope or Work, any attachments, exhibits, amendments; and I offer and agree to those requirements at the prices set forth in the Proposal Form.

Further, I understand that no contract exists unless City accepts this Proposal by executing the attached Agreement.

Business Name: ___________________________________________ Business Address: ___________________________________________ Federal ID#: ___________________________________________ If any Work is a Public Works Contractor Lic#: _________ DIR#: _________ Business Type: ______ 1. Individual/Sole Proprietor or Single-Member LLC; 2. C Corporation; (Proposer enter a number) 3. Corporation; 4. Partnership; 5. Trust/Estate; 6. Limited Liability Co.

By: _______________________________ By: _______________________________ Name: Name:

Title: Title:

Email: Email:

Date Signed: ________________________ Date Signed: ________________________ CORPs: Chairperson, President, Vice President CORPs: Secretary, Assist. Secretary, Chief Finance LLCs: Manager Officer, Assist. Treasurer
LLCs: Manager
[Pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.] [Pursuant to California Corporations Code Section 17703.01(d), for limited liability companies, both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.]

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM I

PRICE FORM
(Proposer’s Company Name)
Separate and describe your tasks, and associated costs, for the Scope of Services requirements.

Attach additional pages if necessary.

Please note that pricing Must Be All-Inclusive. EACH PROPOSAL MUST BE INCLUSIVE OF ALL COSTS TO PERFORM THE REQUIRED SERVICES. Any and all costs of labor, transportation, materials, software, equipment, proprietary licenses, and any and all other fees, costs, taxes, insurance, and expenses necessary to comply with the requirements of this RFP and to provide the Services, must be included in the proposal price.

Additional comments/remarks:
_____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________

PROFESSIONAL SERVICES AGREEMENT
Personnel Budgeting Software

PART III

AGREEMENT &

SCOPE OF SERVICES

Agreement No. ###.##.##.###
Software as a Service Agreement
This agreement (“Agreement”) is entered into and is effective as of {AgreementDate} (“Effective Date”), by and between the City of Brea, located at 1 Civic Center Circle, Brea, California, 92821 (“City”) and {VendorName} a {LegalStatus} located at {Address} (“Service Provider”)

RECITALS
WHEREAS, City requires third-party hosted "software as a service" services, as further described herein, with respect to certain of its information technology needs; WHEREAS, City requested a proposal from Service Provider for such services; WHEREAS, Service Provider has experience and expertise in the business of providing the required services;
WHEREAS, Service Provider submitted a proposal to City to perform such services on behalf of City;
WHEREAS, based on Service Provider's superior knowledge and experience relating to the required services, City has selected Service Provider to provide and manage the services; WHEREAS, Service Provider wishes to perform the required services and acknowledges that the successful performance of the services and the security and availability of City's data are critical to the operation of City's business; and,
WHEREAS, Service Provider has agreed to provide the required services to City, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

AGREEMENT

1. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to City certain hosted software and provide all other services necessary for productive use of such software including customization, integration, user identification, password change management, data import, data export, technical support, maintenance, training, backup and recovery, change management (collectively, the "Services") as further set forth in Exhibit "A" attached hereto.

1.1 Authorized Users. Unless otherwise limited herein, Service Provider grants City a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for any City employee, contractor, or agent, or any other individual or entity authorized by City, (each, an "Authorized User") to access and use the Services. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

1.2 Acknowledgement of License Grant. For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant of license to use intellectual property in software form, to City by Service Provider.

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1.3 Changes in Number of Authorized Users. City is entitled to increase or decrease the initial number of Authorized Users ("Minimum Commitment"), on an as-requested basis; provided, however, that City shall maintain the Minimum Commitment unless the parties otherwise agree to adjust the Minimum Commitment. Should City elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users specified in Exhibit A and adjust the prospective Services Fees accordingly no later than five (5) business days from City's written request.

1.4 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the requests of City. Cloud based storage shall not be utilized without the City's prior, written consent. Any and all permitted cloud storage shall be in compliance with ISO/IEC 27001 - 27018, as applicable, or successor standards thereto. Except as otherwise expressly set forth in Exhibit A, the Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to City annually and within thirty (30) days of the effective date of this Agreement.

1.4.1 Subcontractors. Service Provider shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without City's prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement. Service Provider's use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

1.4.2 Offensive or Disparaging Content. Where the Services or any web services affiliated with the Services contain offensive content or portray City in a disparaging way, either as solely determined by City, Service Provider shall immediately remove the offensive or disparaging content and City shall have the right, at City's sole election, to: (a) immediately terminate this Agreement or any portion thereof corresponding to the offending or disparaging content, and be entitled to a return of any prepaid fees, as liquidated damages and not as a penalty; or, (b) obtain or retain, as the case may be, all fees paid or payable for the entire period of the then-current term, as liquidated damages and not as a penalty, associated with that portion of this Agreement corresponding to the offending or disparaging content.

1.4.3 Storage Provider Name, Cloud Location, State Location and Data Separation. The Storage Provider Name is {StorageProvider}; and the Storage Cloud Location is {StorageCloudLocation }; and Storage Server Location in the State of {StorageServerState}. City Data must be stored separate from all other Client data or City Data may be comingled with other Client data.

1.5 Storage. The Services shall include the applicable allocation of base data storage as described in Exhibit A, if any. Service Provider shall immediately notify City when City has reached eighty percent (80%) of City's then-current data storage maximum. Within five (5) calendar days of City's request, Service Provider shall make additional data storage available to City at the rates described in Attachment 1 to Exhibit A.

1.6 Development and Test Environments. In addition to production use of the Services, City is entitled to one development and one test environment for use by Authorized Users at no additional charge. Such non-production environments shall have the same data storage and processing capacities as the production environment. Service Provider shall cooperate with

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City's requests in managing the non-production environments such as refreshing City Data upon request.

1.7 Documentation. The documentation for the Services ("Documentation") will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. City shall have the right to make any number of additional copies of the Documentation at no additional charge.

1.8 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate functionality in the Services. Where Service Provider has reduced or eliminated functionality in the Services, City, at City's sole election and in City's sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Service Provider will immediately adjust the Services Fees accordingly on a prospective basis. Where Service Provider has introduced like functionality in other services, City shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Service Provider increases functionality in the Services, such functionality shall be provided to City without any increase in the Services Fees.

1.9 No Effect of Click-Through Terms and Conditions. Where an Authorized User is required to "click through" or otherwise accept or made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.

1.10 Modification of the Services. The City's Director of Information Technology shall be authorized to waive, in writing, any of the Service Provider's obligations with respect to the Services, where deemed to be in the City's best interests, provided that no such modification shall result in any increase in the amount of the Services Fees.

1.11 Compliance with All Laws. In providing the Services, the Service Provider shall comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, the Americans with Disabilities Act, the Stored Communications Act, Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq.

2. Service Levels.

2.1 Service Levels, Time is of the Essence. For the term of this Agreement, Service Provider shall provide the Services, force majeure events excepted, during the applicable Service Periods and in accordance with the applicable Service Level Standards, each as described in Exhibit A hereto. Time is of the essence in the performance of the Services.

2.2 Service Level Reporting. On a monthly basis, in arrears and no later than the fifteenth (15th) calendar day of the subsequent month following the reporting month, Service Provider shall provide reports to City describing the performance of the Services and of Service Provider as compared to the Service Level Standards; provided, however, that a City Satisfaction Service Level Survey shall be conducted by Service Provider each year on the anniversary of the

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Effective Date and the results shall be reported to City by Service Provider no later than the fifteenth (15th) calendar day of the subsequent month following such anniversary date. The reports shall be in a form agreed-to by City, and, in no case, shall contain less than the following information: (a) actual performance compared to the Service Level Standard; (b) the cause or basis for not meeting the Service Level Standard; (c) the specific remedial actions Service Provider has undertaken or will undertake to ensure that the Service Level Standard will be subsequently achieved; and, (d) any Performance Credit due to City. Service Provider and City will meet as often as shall be reasonably requested by City, but no less than monthly, to review the performance of Service Provider as it relates to the Service Levels.

Where Service Provider fails to provide a report for a Service Level in the applicable timeframe, the Service Level shall be deemed to be completely failed for the purposes of calculating a Performance Credit. Service Provider shall, without charge, make City's historical Service Level reports available to City upon request.

2.3 Failure to Meet Service Level Standards. In the event Service Provider does not meet a Service Level Standard, Service Provider shall: (a) owe to City any applicable Performance Credit, as liquidated damages and not as a penalty; and, (b) use its best efforts to ensure that any unmet Service Level Standard is subsequently met.

Notwithstanding the foregoing, Service Provider will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service. In no case shall City be required to notify Service Provider that a Performance Credit is due as a condition of payment of the same.

2.3.1 Termination for Material and Repeated Failures. City shall have , in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement, and be entitled to a return of any prepaid fees where Service Provider fails to meet any Service Level Standard: (a) to such an extent that the City's ability, as solely determined by City, to use the Services is materially disrupted, force majeure events excepted; or, (b) for four (4) months out of any twelve (12) month period.

2.4 Audit of Service Levels. No more than quarterly, City or City's agent shall have the right to audit Service Provider's books, records, and measurement and auditing tools to verify Service Level Standard achievement and to determine correct payment of any Performance Credit.

Where it is determined that any Performance Credit was due to City but not paid, Service Provider shall immediately owe to City the applicable Performance Credit.

3. Support, Maintenance, Additional Services.

3.1 Technical Support. Service Provider shall provide the Technical Support as described in Exhibit A. The Service Fees shall be inclusive of the fees for all Technical Support.

3.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the three prior versions of Internet Explorer, Edge, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the

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fees for maintenance.

3.2.1 Required Notice of Maintenance. Unless as otherwise agreed to by City on a case-bycase basis, Service Provider shall provide no less than thirty (30) calendar day's prior written notice to City of all non-emergency maintenance to be performed on the Services, such written notice including a detailed description of all maintenance to be performed. For emergency maintenance, Service Provider shall provide as much prior notice as commercially practicable to City and shall provide a detailed description of all maintenance performed no greater than one (1) calendar day following the implementation of the emergency maintenance.

3.2.2 Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed to by City on a case-by-case basis, for non-emergency maintenance, City shall have a ten (10) business day period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the "Maintenance Acceptance Period"). In the event that City rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if City has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by City and Service Provider shall be entitled to introduce the maintenance changes into production.

3.2.3 Service Outage During Maintenance. Service Provider shall coordinate all maintenance updates to be done after normal business hours unless otherwise approved by City Representative.

3.3 Customization/Integration Services. Service Provider shall provide the Customization I Integration Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for the Customization I Integration Services.

3.4 Training Services. Service Provider shall provide the Training Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for the Training Services.

4. Escrow Agreement. At no additional cost to City and upon City's request, Service Provider agrees to place in escrow with an escrow agent copies of the most current version of the source and object code for the applicable software that is included as a part of the Services as well as all necessary components to ensure proper function of such software including but not limited to any application program interfaces, configuration files, schematics of software components, build instructions, procedural instructions, and other documentation (collectively, the "Software"). The Software shall also include all updates, improvements, and enhancements thereof from time to time developed by Service Provider and which are necessary to internally support the Services for the benefit of City.

Service Provider agrees that upon the occurrence of any event or circumstance which demonstrates with reasonable certainty the inability or unwillingness of Service Provider to fulfill its obligations to City in providing the Services, as determined solely by City, City shall be entitled to obtain the then- current Software from the escrow agent. At the sole election of City, City shall have the right to: (a) perform, at City's cost and no more than annually, via a third-party escrow verification service that is independent of Service Provider and the escrow agent, a verification of Service Provider's compliance with its escrow obligations hereunder including but not limited to a full usability test of the Software; (b) obtain, at no additional cost to City and no more than annually, the full usability test results of the Software, such test as performed by a third-party contracted by Service Provider; and, (c) contract with, at City's cost, a third-party that is independent of Service Provider to perform services relating to the backup and recovery of the Services and / or City Data.

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Software as a Service Agreement
Service Provider agrees to reasonably cooperate with all third- parties contracted by City for purposes of this provision. Where City determines, in City's sole determination, that Service Provider has failed to fulfill its escrow obligations, City shall, at City's sole election: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) be due from Service Provider twenty-five percent (25%) of the annualized Services Fees for the then-current contract year as liquidated damages and not as a penalty.

5. Audit Rights of Service Provider. Service Provider shall have no right to conduct an on-premises audit of City's compliance with the use of the Services. No more than once annually, Service Provider shall have the right to request from City its certification of compliance with the permitted number of Authorized Users. Where the actual number of users exceeds the permitted number of Authorized Users, City, at City's sole election shall, within thirty (30) business days: (a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users' licenses at the rate specified in Exhibit A so as to be in compliance with the permitted number of Authorized Users.

6. Change Control Procedure. City may, upon written notice, request changes to the scope of the Services under Exhibit A. If City requests an increase in the scope, City shall notify Service Provider, and, not more than five (5) business days (or other agreed upon period) after receiving the request, Service Provider shall notify City whether or not the change has an associated cost impact.

If City approves, City shall issue a change order, which will be executed by the Service Provider.

City shall have the right to decrease the scope, and the associated fees will be reduced accordingly.

7. Term and Termination; Renewals.

7.1 Term. This Agreement is legally binding as of the Effective Date and shall continue for an initial three-year term until midnight of {TermEndDate} ("Initial Term") unless extended, or sooner terminated, as provided for herein. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed for up to two, successive one-year terms (each, a "Renewal Term") unless sooner terminated by a party providing the other party with written notice of termination.

City may extend the term of this Agreement by giving written notice to Service Provider within 30 days prior to the then-scheduled expiration date for two (2) additional one-year terms in its sole discretion. To exercise the extension option, the City shall give written notice to Consultant on or before 30 days before {TermEndDate}. The extension option shall require City Manager approval.

7.2 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, a party may terminate this Agreement for convenience upon not less than sixty (60) days prior written notice to the other party.

7.3 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligation hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice.

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7.4 Payments Upon Termination for Convenience. Upon the termination of this Agreement, City shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to City all amounts due and payable hereunder, such as Performance Credits and prepaid fees, if any. As compensation for any administrative costs incurred by Service Provider due to City's termination for convenience, and unless otherwise agreed upon by the parties, City shall pay, or Service Provider shall retain if fees were prepaid, one (1) months’ worth of additional fees calculated pro rata. Any remaining prepaid funds shall be refunded to City.

7.5 Return of City Data. Upon the termination of this Agreement, Service Provider shall, within one (1) business day following the termination of this Agreement, provide City, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the City Data in the format specified by City. Further, Service Provider shall certify to City the destruction of any City Data within the possession or control of Service Provider, in accordance with Section

12.5, but such destruction shall occur only after the City Data has been returned to City. This Section shall survive the termination of this Agreement.

7.6 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for the Renewal Term may be increased no more than 0.00% percent.

7.7 No Automatic Renewals. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, any terms and conditions of Service Provider attached hereto): (a) in no event shall the term of this Agreement be longer than the initial term expressly stated in this Agreement; (b) any automatic renewal or extension (whether or not conditioned upon any notice or absence thereof from either Party) or any similar "evergreen" provision shall be deemed null and void ab initio; and (c) the term of this Agreement shall not be extended or renewed except by written agreement duly authorized, executed and delivered by City. In the event of any inconsistency within this Agreement relating to the duration of the initial term hereof, the shorter initial term shall govern. If no initial term is stated in this Agreement, then the term shall be one year from the date on which the term commences.

8. Transition Services. Provided that this Agreement has not been terminated by Service Provider due to City's failure to pay any undisputed amount due Service Provider, Service Provider will provide to City and / or to the service provider selected by City ("Successor Service Provider") assistance reasonably requested by City to affect the orderly transition of the Services, in whole or in part, to City or to Successor Service Provider ("Transition Services") following the termination of this Agreement, in whole or in part. The Transition Services shall be provided on a time and materials basis and may include: (a) developing a plan for the orderly transition of the terminated Services from Service Provider to City or Successor Service Provider; (b) if required, transferring the City Data to Successor Service Provider; (c) using commercially reasonable efforts to assist City in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the Services; (d) using commercially reasonable efforts to make available to City, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Service Provider in connection with the Services; and, (e) such other activities upon which the parties may agree. Notwithstanding the foregoing, should City terminate this Agreement due to Service Provider's material breach, City may elect to use the Services for a period of no greater than six (6) months from the date of termination at a reduced rate of twenty (20%) percent off of the then-current Services Fees for the terminated Services. All applicable terms and conditions of this Agreement shall apply to the Transition

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Services. This Section shall survive the termination of this Agreement.

9. Fees; Billing. City shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by City of an invoice from Service Provider.

9.1 Billing Procedures. Service Provider shall bill to City the sums due pursuant to Exhibit A by Service Provider's invoice, which shall contain: (a) City's purchase order number, if any, and Service Provider's invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; (e); any Performance Credits or other credits; and, (f) total amount due. Service Provider shall forward invoices in hardcopy format to City of Brea, Accounts Payable, 1 Civic Center Circle, Brea, California 92821 or email requesting a read receipt and delivery receipt to [email protected].

9.2 Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that City is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by Service Provider.

9.3 Credits. Any amounts due to City, such as a Performance Credit, from Service Provider may be applied by City, at the sole election of City, against any current or future fees due to Service Provider. Any such amounts that are not so applied by City shall be paid to City by Service Provider within thirty (30) calendar days following City's request. This Section shall survive the termination of this Agreement.

9.4 Non-Binding Terms. Any terms and conditions included in a Service Provider invoice shall be deemed to be solely for the convenience of the Service Provider, and no such term or condition shall be binding upon the City.

9.5 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, City in a format that will permit audit by City for a period of no less than three (3) years from when a fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon City's written request, Service Provider shall provide City with a copy of its annual American Institute of Certified Public Accountants Service Organization Control (SOC) 1 type 2 report and SOC 2 type 2 report (for all Trust Services Principles), or successor form of SOC reports.

9.6 Billing Reviews by Third Parties. For purposes of determining the competitiveness and appropriateness of fees charged to City by Service Provider, City is entitled to disclose to a third-party this Agreement, and any other data pertaining to fees paid or payable by City to Service Provider.

9.7 No Suspension of Services. Service Provider shall not suspend any part of the Services where: (a) City is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ninety (90) business days in arrears.

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10. Representations and Warranties.

10.1 Mutual. City and Service Provider each represent and warrant that:

10.1.1 City is a public entity, and Service Provider is a business, duly incorporated or established, validly existing, and in good standing under the laws of its state of incorporation;

10.1.2 it has all requisite power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;

10.1.3 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;

10.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,

10.1.5 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.

10.2 By Service Provider. Service Provider represents and warrants that:

10.2.1 it is in the business of providing the Services;

10.2.2 the Services are fit for the ordinary purposes for which they will be used;

10.2.3 it is possessed of superior knowledge with respect to the Services;

10.2.4 it acknowledges that City is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to City;

10.2.5 it knows the particular purpose for which the Services are required by City;

10.2.6 it is the lawful licensee or owner of the Services (excluding any City Data therein) and has all the necessary rights in the Services to provide the Services to City;

10.2.7 the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other intellectual proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;

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10.2.8 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;

10.2.9 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;

10.2.10 it will use its best efforts, but not less than commercially reasonable efforts, to ensure that no computer viruses, worms, malware, or similar items (collectively, a "Virus") are introduced into City's computing and network environment by the Services, and that, where it transfers a Virus to City through the Services, it shall reimburse City the actual, documented cost incurred by City to remove or recover from the Virus, including the costs of persons employed by City to perform such services;

10.2.11 the Services are free of any mechanism which may disable the Services and Service Provider warrants that no loss of City Data will result from such items if present in the Services;

10.2.12 in the case of City's reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of City Data; and,

10.2.13 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.

11. City Data.

11.1 Ownership. City's data ("City Data," which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) City's data collected, accessed, used, processed, stored, or generated as the result of the City's use of the Services; and, (b) personally identifiable information ("PII") collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual's social security number or other governmentissued identification number, date of birth, address, telephone number, biometric data, mother's maiden name, email address, credit card information, or an individual's name in combination with any other of the elements listed herein. Except where subject to a third party's intellectual property rights, all City Data is and shall remain the sole and exclusive property of City and all right, title, and interest in the same belongs to City. This Section shall survive the termination of this Agreement.

11.2 Service Provider Use of City Data. Service Provider is provided a limited license to access City Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display City Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain City Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose City Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to City Data only to those employees of Service Provider

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who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available City Data for Service Provider's own purposes or for the benefit of anyone other than City without City's prior written consent. This Section shall survive the termination of this Agreement.

11.3 Access to and Extraction of City Data. City shall have full and complete access to, and ability to download, its City Data 24 hours per day, 7 days per week, except during authorized periods of maintenance by Service Provider. Further, Service Provider shall, within one (1) business day of City's request, provide City, without charge and without any conditions or contingencies whatsoever (including, but not limited to, the payment of any fees due to Service Provider), an extract of the City Data in the format specified by City. In the event City gives Service Provider written notice of a "litigation hold", then as to all data identified in such notice, Service Provider shall, at no additional cost to City, isolate and preserve all such data pending receipt of further direction from the City.

11.4 Backup and Recovery of City Data. As a part of the Services, Service Provider is responsible for maintaining a backup of City Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous backup of City Data that can be recovered within two (2) hours at any point in time. Additionally, Service Provider shall store a backup of City Data in an off-site (but within the continental United States) "hardened" facility no less than daily, maintaining the security of City Data, the security requirements of which are further described herein. Any backups of City Data shall not be considered in calculating storage used by City.

11.5 Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of City Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of City Data, Service Provider shall, as applicable: (a) notify City as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with City in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by City; (c) in the case of PII, at City's sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse City for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting City's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless City for any and all Claims (as defined herein), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from City in connection with the occurrence up to the limits of Service Provider's Cyber Liability policy required herein; (g) be responsible for recreating lost City Data in the manner and on the schedule set by City without charge to City; and, (h) provide to City a detailed plan within ten (10) calendar days of the occurrence describing the measures Service Provider will undertake to prevent a future

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occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Service Provider's representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Service Provider has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Service Provider. This Section shall survive the termination of this Agreement.

12. Nondisclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.

12.1 Meaning of Confidential Information. For the purposes of this Agreement, the term "Confidential Information" shall mean all information and documentation of a party that: (a) has been marked "confidential" or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked "confidential" or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked "confidential" or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term "Confidential Information" does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party's proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, City Data shall be deemed to be Confidential Information.

12.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement, or as required by law. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

12.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

12.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the

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foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of City, at the sole election of City, the immediate termination, without liability to City, of this Agreement.

12.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Agreement, in whole or in part, each party shall, within five (5) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party's possession, custody, or control; provided, however, that Service Provider shall return City Data to City following the timeframe and procedure described further in this Agreement. Should Service Provider or City determine that the return of any City Data or non-City Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SPB00-88, or other standard acceptable to the City, and shall certify the same in writing within five (5) calendar days from the date of termination to the other party.

13. Data Privacy and Information Security.

13.1 Undertaking by Service Provider. Without limiting Service Provider's obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing, maintaining, and providing a written description to City of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the City Data; (b) protect against any anticipated threats or hazards to the security or integrity of the City Data; (c) protect against unauthorized disclosure, access to, or use of the City Data; (d) ensure the proper disposal of City Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider's data privacy and information security program used to protect City Data be less stringent than the safeguards used by Service Provider for its own data.

If the Services include handling credit card information, then the Service Provider shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCIDSS). Service Provider agrees and warrants that it is responsible for the security of "cardholder data" that Service Provider possesses, stores, processes or transmits on behalf of the City, and for any impact on the security of City's cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the Services.

At all times herein, Services Provider shall maintain, handle, transmit, and store City Data in encrypted form meeting the requirements of Federal Information Processing Standard (FIPS) 140-2, or otherwise as required by the City.

13.2 Audit by Service Provider. No less than annually, Service Provider shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to City.

13.3 Right of Audit by City. Without limiting any other audit rights of City, City shall have the right to review Service Provider's data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the providing of the Services, on an ongoing basis from time to time and without notice, City, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of

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Service Provider's data privacy and information security program. In lieu of an on-site audit, upon request by City, Service Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by City regarding Service Provider's data privacy and information security program.

13.4 Audit Findings. Service Provider shall implement any required safeguards as identified by City or by any audit of Service Provider's data privacy and information security program.

13.5 City’s Right to Termination for Deficiencies. City reserves the right, at its sole election, to immediately terminate this Agreement without limitation and without liability if City reasonably determines that Service Provider fails or has failed to meet its obligations under this Section.

14. Proprietary Rights.

14.1 Pre-Existing Materials. City acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the "Preexisting Materials," which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

14.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials.

Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

14.3 The provisions of this Section shall survive the termination of this Agreement.

15. Indemnification, Limitation of Liability, Insurance.

15.1 General Indemnification. To the maximum extent permitted by law, Service Provider agrees to indemnify, def end, and hold harmless City and its elected officials, officers, directors, agents, attorneys and employees (each, an "Indemnitee") from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a "Claim," and collectively, the "Claims"), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Service Provider, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Service Provider; (c) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; or, (d) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the acts or omissions of an Indemnitee.

To the maximum extent permitted by law, Service Provider shall indemnify, defend and hold each of the Indemnitees free and harmless, and pay reasonable attorneys' fees and costs, with respect to any and all Claims to the extent arising out of, related to, or incurred in connection

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with any destruction, or unauthorized access, use, or theft of City Data (collectively, "cyber theft") provided, however, that Service Provider's liability for cyber theft shall be limited to the cyber liability insurance policy limits set forth in this Agreement.

15.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that City is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for City the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by City; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to City any prepaid fees and the full cost associated with any Transition Services.

15.3 Indemnification Procedures. Promptly after receipt by City of a threat, notice, or filing of any Claim against an Indemnitee, City shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and City shall not independently defend or respond to a Claim; provided, however, that: (a) City may defend or respond to a Claim, at Service Provider's expense, if City's counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) City shall have the right, at its own expense, to monitor Service Provider's defense of a Claim. At Service Provider's request, City shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse City for all reasonable out-of-pocket costs incurred by City (including, without limitation, reasonable attorneys' fees and expenses) in providing such cooperation.

15.4 Third Party Beneficiaries. Nothing, express or implied, in this Agreement is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees.

15.5 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH

HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING

EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES

INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR

ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER,

THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM

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IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS,

ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES

PAID OR PAYABLE UNDER THIS AGREEMENT, AND PROVIDED, FURTHER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (A) A PARTY'S

OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY'S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT. This Section shall survive the termination of this Agreement.

15.6 Insurance. Unless otherwise approved in writing by City's risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Service Provider, pursuant to this Agreement: commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (not required for this agreement) and employers’ liability (not required for this agreement); cyber liability ($2,000,000 per occurrence) providing protection against claims and liabilities arising from; (i) errors and omissions in connection with maintaining security of City Data; (ii) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft including bank charges assessed; and (iv) violation of privacy rights due to a breach of City Data; and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). Any of the foregoing policy limits shall be subject to modification by the City's risk manager upon thirty (30) days prior, written notice to Service Provider, and at any time prior to commencement of the Services.

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that City be given no less than (30) calendar days prior written notice of any cancellation thereof or material change therein. City shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider's exposure to City increases. Service Provider shall provide City with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide City with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

16. General.

16.1 Relationship between City and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for City or in any way to bind or to commit City to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of City. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of City. In recognition of Service Provider's status as an independent contractor, City shall carry no Workers' Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider's agents or staff, if any. City shall not pay any

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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 Service Provider 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 City.

16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Orange, State of California, in all questions and controversies arising out of this Agreement.

16.3 Attorney’s Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party's costs and expenses, including but not limited to, reasonable attorneys' fees.

16.4 Compliance with Laws, City Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Service Provider shall comply with City policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

16.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Service Provider will cooperate with any City supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to City, including, without limitation, the Successor Service Provider. Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

16.6 Force Majeure, Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A force majeure event does not excuse Service Provider from providing Services and fulfilling its responsibilities relating to the requirements of backup and recovery of City Data. In no event shall any of the following constitute a force majeure event: (a) failure, inadequate performance, or unavailability of Service Provider's subcontractors, if any; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for City

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to access or use the Services. Within thirty (30) calendar days following the Effective Date and on an annual basis thereafter until the termination of this Agreement, Service Provider shall provide its then-current business continuity plan ("Business Continuity Plan") to City upon City's request. The Business Continuity Plan shall include: (a) Services and City Data backup and recovery procedures, including procedures and resources for disaster recovery; (b) fail-over procedures; and, (c) how Service Provider will interact with its business continuity suppliers, if any. Service Provider shall test its Business Continuity Plan on an annual basis until the termination of this Agreement and shall provide the test results to City upon City's request.

16.7 Advertising and Publicity. Service Provider shall not refer to City directly or indirectly in any advertisement, news release, or publication, or use any City logo, seal or mark, without prior written approval from City.

16.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party's right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

16.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

City Service Provider
City of Brea {VendorName}
1 Civic Center Circle {Address}
Brea, CA 92821 {CityStateZip}
{ProjectManager} {VendorContact}
{EmailAddress} {EmailAddress}
{Phone} {Phone}

16.10 { Assignment of Agreement. This Agreement and the obligations of Service Provider hereunder are personal to Service Provider. Neither Service Provider nor any successor, receiver, or assignee of Service Provider shall directly or indirectly assign this Agreement or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of Service Provider's assets or stock or through merger, an insolvency proceeding or otherwise, without the prior written consent of City. In the case of an assignment by Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third- parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services. Service Provider shall not subcontract performance of any of the Services without City's prior, written, consent. City, at City's sole election, may assign any and all of its rights and obligations under this Agreement to any company that succeeds to substantially all of City's business.

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16.11 Time is of the Essence. Time is of the essence in every provision of this Agreement in which time for performance is a factor.

16.12 Counterparts, Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

16.13 Entire Agreement. This Agreement and any and all attached exhibits, each of which is incorporated by reference herein, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between City and Service Provider as to the subject matter hereof. No representation or promise not expressly set forth herein shall be binding. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions contained in any exhibit hereto. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it.

Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

16.14 Cumulative Remedies. All rights and remedies of City herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief.
[SIGNATURES ON FOLLOWING PAGE]

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Executed on the dates set forth below by the undersigned authorized representative of City and Service Provider to be effective as of the Effective Date. Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5. {VENDOR}
By: _______________________
{Name}
{Title}
{EmailAddress}
Date Signed: _________________
By: _______________________
{Name}
{Title}
{EmailAddress}
Date Signed: _________________
[Corporation: pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line. Limited liability company: Pursuant to California Corporations Code Section 17703.0l(d), both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.] City of Brea
By: _______________________
{Name}
{Title}
{EmailAddress}
Date Signed: _________________
Attest (if over $25,000)
By: _______________________
{Name}
{Title}
{EmailAddress}
Date Signed: _________________

PROFESSIONAL SERVICES AGREEMENT
Personnel Budgeting Software

EXHIBIT A
Scope of Services and Specifications Requirements
I. Services
A. Scope of Services. The required services for this solicitation are for a qualified proposer to provide and implement a comprehensive Personnel Budgeting Software to streamline and enhance the City’s personnel budgeting process. The City currently uses FinancePro, a CentralSquare Technologies product, as the primary ERP solution. An ideal software solution will have integration capabilities, either directly or through file import/export, and offer greater functionality, improved flexibility and more efficient processes specifically for personnel budgeting.

The selected vendor will work with City staff to create an implementation timeline for this software, including key milestones and deadlines.  The timeline will include phases such as requirements gathering, software configuration, testing, training and final deployment. This timeline will also include specific deliverables expected to be provided during the project including software licenses as needed, documentation, training materials, and any custom reports or configurations. Ongoing support is to be provided as needed for user assistance, addressing inquiries and resolving issues.

Optionally, the City isinterested in additional modules and functionality that may be available.

While the immediate focus is personnel budgeting, cost savings opportunities and bundling options for other features and modules may be submitted for future consideration by the City. i. General Features (REQUIRED).
• Interactive, web‐based software with remote access capabilities • Intuitive software interface with user‐friendly navigation • Role‐based access control and permission settings
• Analysis, dashboarding, drill‐down and monitoring capabilities • Interface capabilities with existing ERP software for frequent download and upload • Audit trail reporting to track history, changes and comments with date stamps • Automatic, uniform and consistent formatting
• Canned reports and available customizable report functionality • Allow for compliance with data retention requirements • Defined security measures to protect sensitive personnel and budgeting data, including user authentication and data encryption
• Redundancy and fail over mechanismsto maintain sufficientsoftware uptime availability • Advanced defenses against malware and a secure backup recovery system • Proactive maintenance with regular software updates and patch management

PROFESSIONAL SERVICES AGREEMENT
Personnel Budgeting Software
•
ii. Personnel Budgeting (REQUIRED).
• Personnel data management, including employee information, salary structures, benefits, classifications, bargaining groups, etc.
• Budget creation and allocation tools with multiple user access levels • Updates for IRS taxable cap, FICA, benefit plan, etc. changes • All types of employee (FTE, part‐time, temporary) calculation by department, division and employee group/bargaining unit
• Ability to input or “hard‐code” numbers to override based on organization intel not in the system (e.g., an employee budgeted all fiscal year, but we know they are retiring halfway through the year then position being eliminated‐need significant flexibility.

Another example: special awards categories that are applied to all departments that don’t fit into “headcount” computations)
• Every layer of costs and individual benefits automatically calculated • Dashboard monitoring of salaries, benefits, frozen positions, vacancies and pools • Scenario creations, overtime, holidays, workers compensation and employee trend analysis per person
• Streamlined position request process from department heads that includes them in the planning process
• Ability to accommodate multiple effective dates for salaries and benefits, i.e. annual anniversary date, midyear, etc.
• Integration with financial systems for real‐time expense tracking or data import/export functionality for seamless data exchange
• Generation of position headcount and FTE reports (bi‐weekly) and ability to input current data into the program
• Generation of classification plan documents and ability to input those current documents into the program
• Forecasting and scenario analysis capabilities
• Reporting and analytics for budget monitoring and decision‐making • Customization options to adapt to evolving City needs iii. Personnel Action Form (PAF) Workflow (OPTIONAL)
• Specify the types of PAFs supported such as new hires, promotions, transfers, terminations, and changes to compensation, status, distribution, etc. • Allow for multiple levels of approval and a defined approval hierarchy for personnel actions to be routed
• Include options for routing of PAFs to appropriate personnel and budgeting stakeholders for review and approval
• Provide status updates to keep stakeholders informed of PAFs in progress through

PROFESSIONAL SERVICES AGREEMENT
Personnel Budgeting Software
• emails, system alerts and dashboard notification messages • Integrate seamlessly with the City’s PAF management system to ensure a unified and efficient process
• Utilize electronic authorization processes and digital signatures for PAF approvals • Define the document management capabilities required for attaching supporting documents to PAFs such as resumes, offer letters and performance reviews • Maintain a comprehensive audit trail for all PAFs and budgeting activities • Specify compliance features, including tracking changes, documenting approvals and meeting regulatory requirements
• Allow for PAF related reports to be generated frequently as needed, with the ability to create ad‐hoc reports for status, approval history and budget utilization iv. Operational Budgeting (OPTIONAL).
• Builds budgets by department automatically as requests are approved • Automated workflows to collect, organize and present requests in an intuitive dashboard
• AI‐driven forecasts for long‐term planning or use as a baseline budget • Automated audit trail by collaborating with contributors during editing • Create multiple scenarios/forecasts by fund with the ability to revise and override • Support frequent imports of data from FinancePro
• Export budgets to FinancePro directly
• Create budget‐to‐actual ad‐hoc and canned reports
v. Capital Budgeting (OPTIONAL).
• Automated workflows to collect, organize and present requests in an intuitive dashboard
• Web‐based templates to create customized request forms and scenario planning tools. • Allow for collaboration with contributors directly in the budget – with an automatic audit trail for tracking changes and submissions
• Allow for producing professional web‐based project pages for sharing with the public • Ability to filter requests by department, funding source, and request type • Create unlimited multi‐year scenario plans to optimize capital utilization • Rank capital requests based on custom criteria to facilitate prioritization • A robust capital improvement portal to communicate projects internally and externally vi. Digital Budget Book (OPTIONAL).
• Collaborative, customizable and shareable online or print • Meets GFOA award criteria with built‐in guidelines

PROFESSIONAL SERVICES AGREEMENT
Personnel Budgeting Software
• Automatically delivers an interactive web‐based product • Interface capabilities with existing ERP software and automates the creation of fund summary pages, charts, tables, etc.
• Contributors can create new pages quickly with easy‐to‐use templates • Automatic data updates within the budget book, embedded narratives, smart charts, and options for syncing directly to the operational budget module or uploading through an intuitive budget editor
vii. Transparency (OPTIONAL).
• Turnkey, web‐based solution that is pre‐populated with state‐available data using dynamic infographics
• Interface capabilities with existing ERP software for frequent download and upload • Customizable to the City with charts, department pages and commentary • Allows for adding City specific narrative to the financials and personnel sections End of this Exhibit

PROFESSIONAL SERVICES AGREEMENT
Personnel Budgeting Software
Attachment 1 to Exhibit A
CONTRACTOR’S PROPOSAL AND FEE SCHEDULE
(attached)

02/23/24
RFP 2024.02.06.01 – Personnel Budgeting Software - Addendum 01 The following addendum is issued to reflect responses to questions received regarding this solicitation:

1. Does the development work need to be on the Premises of City Office? A custom-developed solution will most likely not be able to meet the timeline milestones as provided in the RFP. An ideal personnel budgeting software would be an already completed solution that is available as an off-the-shelf product.

If this product is part of a software suite, it must also be available for purchase as a standalone application or module.

There is no requirement for implementation or customization work to be done onsite, assuming that this work can be done remotely or virtually.

2. If the vendor were to provide a customized web application or solution with a database backend, is there a technology preference for the implementation? All viable technology solutions will be considered. There is no technology preference, however, the evaluation criteria as described in the RFP will be applied across all proposals as part of the review and selection process.

3. Please provide more details on FinancePro, like its version in use, if the current software installed in the city permise allows for API integration or not. Does the license agreement allow access to the database it uses or not etc.

FinancePro is not a locally installed software program. It is a cloud-based financial software that is accessed via web browser. Per the software product manager, we are currently using version 21.3, there is no API integration and the only database access is through the Cognos Analytics reporting product.

4. Is there a specific tool selected or by choice exists for Reporting purposes? are crystal reports or Power BI reporting options in the city.

There is no specific reporting tool that must be used. City staff is familiar with IBM Cognos reporting software which is utilized by FinancePro.

5. Looks like the vendor resources will need to work with city Subject Matter Experts closely to understand the requirements and translate them into units of work. Is it expected for the Business Analyst to work out of the City Office or can remotely work through Zoom or other teleconferencing call facilities to vet the requirements? There is no requirement for meetings to be done onsite, assuming that necessary communication and exchange of information can be done remotely or virtually.

6. If the solution need to be implemented on-prem, please describe the environment details, such as the current infrastructure hosting the application and the expected future state of the platform including reliability requirements, Non-Functionality Requirements etc.

The software solution does not need to be implemented on-prem.

7. What is the preferred database product - MYSQL, SQL SERVER, Oracle, or Others, please specify.

There is no preferred database product. The evaluation criteria as described in the RFP will be applied across all proposals as part of the review and selection process.

8. How many user licenses are required?
The budget team currently consists of two primary users, however, depending on the software features and functionality, staff from each City department may also utilize the software to run reports, analyze data and test various cost scenarios. The total number of licenses needed will need to be evaluated as part of the review process. Please be sure to provide the cost information for additional licenses if this impacts your fee structure.

9. How many user licenses are needed?
See response to question #8.

10. Is the City able to provide an editable file format (e.g., Word document) of the required forms included in the RFP?
Word versions will not be provided. Please use the PDF document, or print and scan completed hard copies for electronic submission.

11. Do you have any preference for a local vendor?
The evaluation criteria as described in the RFP will be applied across all proposals as part of the review and selection process. There is no preferred vendor, however, the City of Brea Purchasing Policy Resolution states that if an offer for a purchase is submitted by a local vendor, then for the purpose of comparison, the amount of such offer shall be reduced by 1%.

12. Do you have any "not to exceed budget"?
The evaluation criteria as described in the RFP will be applied across all proposals as part of the review and selection process. Value and economy to the City of the proposed project approach and pricing are two evaluation criteria.

13. Are there any roadblocks to offshore development?
See response to question #1.

14. Do you expect any onsite support/visits/meetings during the development/support phase?
There is no requirement for meetings to be done onsite, assuming that necessary communication and exchange of information can be done remotely or virtually.

15. How does the City currently perform non-Personnel Operating budgeting? The City operating budget is prepared as an organization-wide effort, coordinated by representatives from each department under the guidance of the budget team and ultimately reviewed by City executive staff before being submitted to the City Council for approval. Data is gathered and entered into FinancePro as part of this process. For more information on the budget process, please visit https://www.ci.brea.ca.us/95/CityFinancialsBudget.

16. We understand the City currently utilizes a Transparency tool - is a replacement of that tool under consideration?
While the required services for this solicitation is for a qualified proposer to provide and implement a comprehensive Personnel Budgeting Software, the City is interested in additional modules and functionality that may be available. Transparency is listed as one of the optional modules for possible future consideration.

17. How does the City currently perform Capital budgeting? The City Capital Improvement Plan (CIP) budget is prepared by the Public Works Department, in coordination with other City Departments. Data is gathered and entered into an Excel spreadsheet for the purpose of tracking, analysis and generating reports.

For more information on the budget process, please visit https://www.ci.brea.ca.us/95/CityFinancialsBudget.

18. Under Personnel Action Form (PAF) Workflow (OPTIONAL), the RFP states "Integrate seamlessly with the City's PAF management system to ensure a unified and efficient process". What is the desired use case for the Personnel Action Form if the City already has a PAF management system?
Personnel Action Forms (PAFs) are currently created outside of our financial software, requiring manual data entry which is inefficient and can lead to errors. PAFs are also printed and hard copies are routed for signature, which further reduces efficiency and can lead to documents being lost or overlooked, which causes delays in the process. A PAF software solution can offer improved accuracy, efficiency and functionality.

There are no other changes, additions, or deletions by issuance of this addendum.

Sincerely,
Stephanie Garcia
Senior Buyer
In Response to City of Brea Request
for Proposals No. 2024.02.06.01
Personnel Budgeting Software

SUBMITTED ON
February 29, 2024

PREPARED FOR
Stephanie Garcia
Senior Buyer
City of Brea

PROPOSAL CONTACTS
Joe Eiskant
ClearGov, Inc., Solutions Advisor
[email protected]
(607) 760-0524
Tyler Bridges
ClearGov, Inc., Proposal Manager
[email protected]
(855) 553-2715 Ext. 7087

CLEARGOV HEADQUARTERS
2 Mill and Main Place, Suite 630
Maynard, MA 01754
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 1 of 65

OUR MISSION
We Create Easy-to-Use Software
to Help local governments Plan and
Budget Better
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 2 of 65 LETTER OF TRANSMITTAL 4
QUALIFICATIONS 5
TECHNICAL 11
PRODUCT SCOPE 27
PRODUCT FAQs 30
APPROACH AND PROPOSED SCHEDULE 33
TRAINING AND SUPPORT 42
HOSTING AND SECURITY 44
COST 46
FORMS 50
EXCEPTIONS AND AGREEMENT SUPPLEMENTS 55
CLEARGOV BCM SERVICE AGREEMENT 56
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 3 of 65 Letter of Transmittal

LETTER OF TRANSMITTAL
February 29, 2024
Stephanie Garcia
Senior Buyer
City of Brea
1 Civic Center Circle
Brea, CA 92821
Dear Stephanie,
We are pleased to provide you and your team at the City of Brea with the attached proposal in response to your department’s Personnel Budgeting Software RFP for your consideration.

Based on our review of the budgeting requirements outlined in your RFP, it is our understanding that you are looking for a solution that will enable the City to build your annual budget - including the Personnel Budget - in a collaborative manner and present your proposed and/or final budget information online via a digital budget book.

I am pleased to confirm that the ClearGov platform delivers on all of these budgeting requirements, as detailed in the following proposal. Our mission at ClearGov is to create easy-to-use, modern software to help local governments plan and budget better. We make it easy for local governments like yours to operate more efficiently and communicate more effectively. Our solutions are easy to afford, implement, and use. They don't cause a lot of upheaval, and they don't force you to reinvent the wheel.

ClearGov solutions are designed to be just right for local governments like the City of Brea.

We fully appreciate the demands on your time, so I’d like to thank you in advance for the time that you and your team will spend reviewing this proposal. If you have any questions or need additional information of any kind, please do not hesitate to ask.

ClearGov is the leading provider of budgeting and planning solutions for local government agencies, so I am confident that you and your team will be impressed by the ClearGov solutions and even more impressed by how hard we will work to make you happy.

We look forward to working with you.

Sincerely yours,
Bryan A. Burdick
ClearGov, Inc., President and Co-Founder
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 4 of 65

QUALIFICATIONS
Background, Experience, Qualifications & Understanding
ClearGov’s mission is to create easy-to-use, modern software that helps local governments budget better. We believe that every local government should have the opportunity to leverage technology to operate more efficiently and communicate more effectively. We pursue this mission by carefully designing solutions that are clear, collaborative, compelling and cost-effective to fuel better budgeting and drive community support.
● ClearGov was incorporated in October 2015 and began designing and developing its initial product (ClearGov Transparency) for local governments. That product was launched nationally at the beginning of 2017.
● Based on the early success of this initial product, ClearGov was able to secure an initial round of venture capital in March 2017 and began to grow rapidly. ● ClearGov launched its second product (ClearGov Operational Budgeting) in late 2018 and a third product (ClearGov Digital Budget Book) in June 2020. The final two components of the ClearGov Budget Cycle Management Suite (Capital Budgeting and Personnel Budgeting) launched in 2021.
● In August 2023, ClearGov launched its latest product - ClearPlans - a solution to help local governments build, present and manage strategic and departmental plans. ● ClearGov now serves over 1,000 local government, school district and special district clients across 49 different states, including 100+ customers in the state of California. ● ClearGov has been named a GovTech 100 company (top technology companies serving the public sector) for eight consecutive years.
● ClearGov was recently named to the 2023 Inc. 5000 list of America’s fastest growing companies for the third year in a row.
● ClearGov solutions are endorsed by the National Association of Counties (NACo) as their budgeting platform of choice.
● ClearGov is an Affinity Partner with the Association of School Business Officials International (ASBO). Through this collaboration ClearGov supports ASBO in promoting the highest standards of school business management, professional growth, and the effective use of educational resources.
● ClearGov is a team of 170+ professionals headquartered in Maynard, MA (2 Mill and Main Place, Ste 630, Maynard, MA 01754) with satellite offices in more than 25 states. ● ClearGov, Inc. is a privately held company (C-Corp) with no parent company to disclose. ● Additionally, ClearGov, Inc. has no pending litigation, terminated contracts or governmental enforcement actions to disclose.
● To learn more about ClearGov, please visit our website at cleargov.com.

Proposal Contacts
Please find the authorized ClearGov representatives’ contact information below.

Joe Eiskant, Solutions Advisor
Email: [email protected]
Phone: (607) 760-0524
Tyler Bridges, Proposal Manager
Email: [email protected]
Phone: (855) 553-2715 Ext. 7087
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 5 of 65 Key Personnel
In the event that ClearGov is awarded a contract with the City, we intend to assign the following ClearGov Client Success team members to lead the implementation and project efforts.

Laurie Fox - Director, Client Success
Professional Summary
Laurie joined ClearGov as Director of Client Success in December 2020. She has over 20 years experience leading and developing client-focused teams.

At ClearGov, she is responsible for delivering a smooth and seamless onboarding experience to ensure clients quickly see the benefits of the ClearGove solution. Laurie also serves as the Client Success Manager for a handful of clients to stay on top of any challenges or opportunities to improve service.

Prior to joining ClearGov, Laurie worked with several not-for-profit consortiums bringing leading edge technology to the world. In these roles Laurie managed operations, strategic planning, membership development, and committee support. Laurie also spent 5 years at Constant Contact leading the Client Services team who were responsible for managing email marketing and other digital marketing activities for hundreds of small businesses.

When not working, you can find Laurie somewhere near the ocean, whether it’s boating in her seaside town, or traveling the world with her husband and daughter.

Fun Facts
Q: If you could take 3 things to a desert island what would they be? A: I would take my kindle (and figure out a way to use solar power to charge it) because I need to read EVERY night before falling asleep, a pair of cozy socks because I hate cold feet, and some sunscreen because I love to sit in the sun, but don’t like to get burnt! Q: What’s your favorite ride at a theme park?
A: My favorite ride at a theme park is any roller coaster. I do prefer the newer, smoother coasters, but like the old rickety ones too. My favorite roller coaster experience to date is taking my daughter (8 at the time) on the SooperDooperLooper at Hershey Park because she was SO scared to go upside down, but loved it so much we went on it 10 more times. We often build vacations around theme parks! Anna Balcora - Client Success Manager
Professional Summary
Anna joined ClearGov as a Client Success Manager in September 2018 and brings over 10 years experience in Account Management, Professional Services and Marketing. Over the years, she has worked with hundreds of clients from small and medium sized businesses and non-profit organizations to municipalities and school districts. Anna provides training, best practice consultation and coaching while ensuring that they see success and value in the platform.

Anna has a B.A. in Communication Arts and a B.S. in Information Technology. Outside of work, she likes to travel with family and volunteer at Open Table, a local non-profit.

Fun Facts
Q: What was your favorite subject in school? Why?
A: I loved my Advertising Arts class when I was pursuing my degree in Communications. In addition to learning valuable marketing techniques this class helped me hone my skills in photography, copywriting and design. I always looked forward to attending this class to see clever and creative ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 6 of 65 campaigns and collaborate with peers. I have always been fascinated by how powerful advertising drives emotion and inspires action.

Q: If you had a super-power, what would it be?
A: Definitely time travel. Often, I feel like there is not enough time in the day and I would love to be able to turn back the clock even for just a couple of hours each day to spend more time with family. It would also be a treat to travel back in time to meet my ancestors or to relive my favorite childhood memories.

Frank Mallardo - Implementation Manager
Professional Summary
Frank joined ClearGov in July 2018 and brings over 10 years experience in Account Management and client relations. Over the years, he has worked with hundreds of clients from small to large-sized businesses, municipalities, and school districts. Frank provides training, best practice consultation and coaching to ensure clients achieve success and value with the CleaGov platform.

Frank has a Bachelor’s in Marketing, outside of work, he likes to try new restaurants and travel to new places whenever possible.

Fun Facts
Q: Who was your favorite teacher, and what impact did they have on your life? A: My 4th grade teacher Mr Hayner. He was a giant 6 foot 6 guy with a massive beard and looked like he belonged at a biker rally. He was probably the nicest guy I've ever come across. That's when the “Don’t judge a book by its cover” lesson really made sense for me.

Q: What nickname(s) did/do you have, and how did you earn it/them? A: Never really had a nickname. The closest would be after the movie Old School came out. I think anyone named Frank has been called "Frank the Tank" at some point ever since.

Donna Landry - Data Onboarding Consultant
Professional Summary
Donna joined ClearGov as a Data Onboarding Consultant in August 2021.

Donna brings over 25 years experience in State and Municipal Government.

Throughout her career, her roles have included Management, Data Analysis, Software Implementation and Customer Service. She has a strong understanding of government finance, policies and procedures. Donna provides data mapping and analysis to ensure customers have a positive customer experience in the onboarding process. She has a passion for interpreting and analyzing data.

While not working, Donna enjoys hiking, spending time with her husband and son, and going on road trips.

Fun Facts
Q: What was your favorite subject in school? Why?
A: In high school, Art Class was my favorite subject. I enjoyed the time to just be creative and take a break from academics. Art class allowed me to meet other students with similar interests. My Art Teacher, Mr. Pelletier was always encouraging and helped to build confidence in his students.

Q: Tell us about the first pet you ever owned.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 7 of 65 A: When we were children my father didn't want any animals in the house. This mangy stray cat began hanging around the neighborhood and after sneaking him food (mostly hotdogs) when no one was watching, "Kal" somehow became a part of the family. After having Kal for many years he went missing for 6 months and then one day showed up on the front step like he never left.

Katy Hutchinson - Training and Support Manager
Professional Summary
Katy Hutchinson joined ClearGov in June of 2020 with over 10 years of experience in education, training, and development. At ClearGov, she helps clients and teammates maximize their use of the ClearGov product suites through training sessions and educational resources.

Katy has a bachelor’s degree in Earth Science from Vassar College and a Masters in Curriculum and Instruction from Dominican University. She is a voracious reader, an enthusiastic runner, and loves to find off-the-beaten-path places to eat and drink while traveling.

Fun Facts
Q: Who was your favorite teacher, and what impact did they have on your life? A: Ms. Young was my AP European History teacher in my senior year of high school. She was such an enthusiastic and dedicated educator. She is largely responsible for my research abilities and my writing skills. She taught me how to "answer the freaking question" concisely and with evidence. And, that Hershey's kisses make every class better.

Q: If you had a super-power, what would it be?
A: Teleportation - I wish I could magically travel to other places in moments, especially since my friends and family are spread out all over the world. It would be nice to be able to see them any time I wanted to.

Solutions Overview
Based on our review of the City’s RFP and understanding of your key needs and objectives, we are proposing the following ClearGov solutions.

Please note: ClearGov Personnel Budgeting solution meets all of the City’s requirements as requested in the RFP, but we have included details on other ClearGov budgeting solutions available to the City.

ClearGov Personnel Budgeting (Requested)
● A filterable personnel dashboard provides a birds-eye view of your headcount budget and enables you to visually compare unlimited personnel budgeting scenarios ● Automated workflows streamline position and reclassification requests ● Create salary and benefits plans for up to 20 years
● Analyze the effects of salary/benefit adjustments for more informed union negotiations ● Create and export custom reports to share your personnel budget internally and externally ClearGov Operational Budgeting (Optional)
● A robust, yet simple-to-use budgeting solution that is specifically tailored to the needs of local governments to streamline the budgeting process.
● Enables finance teams to easily collaborate in real time ● Eliminates spreadsheet errors
● Provides visual dashboards for all funds summary and budget to actuals ● Enables end-of-year projections and fund balance analytics ClearGov Capital Budgeting (Optional)
● Utilize built-in templates to easily create customized capital request forms ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 8 of 65 ● Automated workflows collect, organize and present capital requests in an intuitive dashboard with the ability to filter by department, funding source, request type and more ● Leverage capital request template forms and create custom forms ● Create unlimited multi-year scenario plans to optimize capital utilization ● Score and rank capital requests based on custom criteria to prioritize requests ClearGov Digital Budget Book (Optional)
● The easiest and fastest way to build an award-winning budget book ● Automatically generates a professionally formatted template that’s pre-populated with your financials, capital request data, charts, and more
● Let’s you and your team work collaboratively to fill in the details ● Built to GFOA guidelines, optimized to ADA standards and designed to be mobile-friendly ClearGov Transparency (Optional)
● Transforms complex government financials into easy-to-understand infographics ● Publishes fiscal information in a uniquely compelling way that drives understanding and support throughout your community
● Includes simple but powerful tools that enable you to offer residents a window into capital projects and department performance
Implementation Plan
You will be assigned an Implementation Manager (IM), who will develop a plan to get your team up and running that is based on your specific goals and timeline. The ClearGov Onboarding Process will have a big impact on your overall success with our platform, and as such, it is a team effort between you and ClearGov that includes three key components:

General Ledger Data Mapping
● A ClearGov Sr. Data Advisor will format, upload and map your financial data (i.e. revenue and expense data). Your role is to provide us with a complete set of data files as well as guidance on how you would like to view the data, and to review and provide feedback along the way. This is the most important onboarding step as it enables the full use of the budgeting applications.

Training
● Our products are designed to be intuitive and easy to use, but ClearGov provides a robust set of self-directed training resources, as well as live custom workshops to share best practices and help you get the most from our solutions.

Configuration
● Once trained, you can easily configure the ClearGov platform to meet your specific needs - for example - by customizing capital request forms; creating wage schedules; selecting the panels to include in your Transparency Center; etc.

Timeframe
● We have learned that different customers have different priorities, so the onboarding process usually takes between 60 - 90 days. If you have a specific deadline, please let me or your Implementation Manager know, and we’ll get back to you quickly to let you know if it’s possible, as well as what needs to happen - by when - to achieve that deadline.

Conclusion
In the pages that follow, we’ll explain how and why ClearGov solutions not only offer the best value for the City, but also make your day-to-day operations more efficient, productive, and impactful.

As the leading provider of budgeting and planning solutions, ClearGov is committed to helping local governments like yours “make democracy work better”. And while that may sound lofty, “democracy” is ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 9 of 65 simply what you do every day. We just want to help you do it in a modern, data-driven way — a way that makes your job easier, lightens your load, showcases all the good work that you do, and ultimately helps you better serve your community.

ClearGov already works with hundreds of local governments, schools, counties and other agencies across the country, and we’d be delighted to welcome the City of Brea into the fold. If you have questions or concerns as you review this proposal, please do not hesitate to reach out. Thank you for your consideration.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 10 of 65

TECHNICAL
Budget Cycle Management Overview
We know that you’re working hard to make your local government run better, and you know that technology can help you get it done. Unfortunately, most of the gov-tech software on the market right now is designed for sprawling megacities or state and federal government — not local agencies like yours. So, these platforms are often complicated, expensive, and loaded with bells and whistles that you’ll never use. You don’t need a chainsaw to carve a turkey. You simply need the right tool for the job.

ClearGov, the leader in modern budgeting and planning solutions, is built from the ground up specifically for local governments. It does everything you need it to do. It’s just-right software for agencies that are looking to take that critical next step toward modernizing their budget process.

Therefore, all ClearGov solutions are:

CLEAR AND EASY TO USE
At ClearGov, everything we do is designed to make complex government data easy to understand and easy to use, internally and by the public at large. We present data in readily-understood infographic form, and offer an interface for our internal tools that’s easy for every staff member to learn and use.

CLOUD-BASED
Web-based software requires no installation, no maintenance and is always up-to-date. Plus, it gives local governments the ability to quickly adjust to evolving input and changing dynamics. We host our software and our data with Amazon Web Services, which ensures data security and world-class software performance.

CONNECTED
All ClearGov solutions share a common data set and work together seamlessly. Plus, when you’re ready to implement, we do all the heavy lifting for you. To get started, all you have to do is send us an Excel file with your financial data, and we’ll onboard it for you.

COLLABORATIVE
ClearGov solutions are designed to improve collaboration and efficiency by automating processes and outcomes. Streamlining the collaborative process is vital to prevent key items from falling through the cracks. Centralization and remote access to documents, systems and processes is mission-critical.

COST EFFECTIVE
ClearGov is built and priced for local governments. Our packages are all-inclusive, so you’ll never be charged extra for per-seat licenses, never be surprised with hidden fees, and never pay for support or product updates...never.

Our goal is to delight our customers with unbeatable value in everything we do.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 11 of 65 Modern Personnel Planning
Chances are that people represent the biggest
chunk of your annual budget, and it’s also the most
complicated. ClearGov’s Personnel Budgeting
solution enables you to throw away those massive
spreadsheets that you’ve been managing by hand
and streamlines the entire personnel planning and
forecasting process in a single, cloud-based,
collaborative solution.

Complete with powerful tools to manage position
requests, inform union negotiations and much
more, ClearGov’s Personnel Budgeting application is
a unique software platform built specifically to help
finance directors more easily budget for salaries,
benefits and other personnel costs.

Watch a 5 minute micro-demo here
✔ Personnel Dashboard ✔ Union Negotiation Planning
✔ Position Request Manager ✔ Multi-year Position Budgeting ✔ Vacancy Planning ✔ Integrated Report Builder
✔ Unlimited Scenario Planning ✔ And more...

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 12 of 65 Personnel Request Manager
The ClearGov Personnel Budgeting solution enables you
to quickly and easily setup and organize your personnel data, collective bargaining rules, open positions and
more. Automated workflow tools enable you to capture
position requests in a digital format and automatically incorporate these changes into your personnel planning
model.
● Position Management: Easily import all people,
positions and units from your accounting system
and set up rules for steps, lanes, benefits, overtime
and more.
● Digital Request Forms: Stop using paper or Excel request forms. Enable department heads to submit new position requests using digital request forms, and all data is automatically captured within your personnel plan.
● Request Manager: Manage all new position requests from one table. Easily see the details of each request, add comments for the requester, and take other actions on the request. Requests can be included in scenarios to see the impact of new positions as you build your personnel budget.

Personnel Planning
ClearGov Personnel Budgeting provides a powerful yet
intuitive set of tools to review, plan, compare and
communicate multiple personnel plan scenarios to help
you make smart decisions about your team and your
budget. Compare and contrast single year or multi-year
budgets. Easily alter any of your key assumptions to
examine unlimited what-if scenarios.
● Data and Rules Manager: Intuitive tools enable
you to set up and manage key assumptions and
rules by position or by CBA unit.
● Scenario Planning: Seamlessly create unlimited,
personnel budget scenarios based on applicable rules and assumptions by unit, by position or by individual.
● Union Negotiations: Analyze the effects of adjustments to salaries and benefits for more informed negotiations.
● Vacancy Planning: Get a complete picture of your current and future workforce budget; create and fill vacant positions on specified dates.
● Multi-Year Planning: Automatically create salary and benefit plans for up to 20 years in the future.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 13 of 65 Personnel Dashboard
ClearGov Personnel Budgeting rolls up all of your critical information into an easy-to-read, graphical dashboard to help you immediately see the impact of key decisions and share these insights with the rest of your team in a common
cloud-based environment.
● Robust Filtering: Immediately see the impact on
your headcount plans from multiple angles. Filter
your personnel dashboard by department, job type,
position, unit, and more.
● Report Builder: Create and export custom reports to
share your workforce budget with internal and external stakeholders and existing systems.

Why does the City need this?
● Scrap the Spreadsheets: Get rid of those massive personnel planning spreadsheets and stop sorting through emails to find the right update. Best of all, eliminate those tedious spreadsheet errors that take hours and hours of precious time to find and fix. ClearGov is cloud-based, so everybody works on the same error-free master file vs. a multiple spreadsheet monster. ● Accurate forecasts: More accurately forecast personnel expenses, including salaries, benefits and other ancillary compensation such as overtime to help you make better, fact-based decisions today.
● Critical insights: Leverage scenario planning to understand the true impact of key labor contract negotiations, plan for vacancies, furloughs and more. ● Save time and effort: Manage new position and reclassification requests more efficiently and incorporate those changes directly into your planning.
● Streamline Budget Reviews: Share your dashboard and key reports with internal and external stakeholders for review, feedback and approval. With all of the relevant information in one place, your budget review meetings will be a snap.
● Synchronized budgeting: ClearGov’s Personnel Budgeting also syncs directly with ClearGov Operational Budgeting to further streamline your overall annual budgeting process.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 14 of 65 Budget Better Together
ClearGov Operational Budgeting is a suite of
flexible, cloud-based budgeting, forecasting and
fund balance modules designed to leverage your
existing financial data into a more efficient and
collaborative budget building process that
streamlines communication with department
heads and other budget stakeholders.

It is a one-stop shop to dynamically forecast what-if
scenarios, build a budget and communicate
budgeting rationale. Designed specifically for local
governments and school districts, ClearGov
Operational Budgeting is a giant step forward from
building your budgets and forecasts with Excel or
the legacy accounting system budgeting tools.

Watch a 5 minute micro-demo here
✔ Budget Dashboard ✔ Departmental Collaboration
✔ All Funds Summary ✔ End of Year Projections
✔ Automated Audit Trail ✔ Integrated Report Builder
✔ Budget to Actuals Charts ✔ Fund Balance Metrics
✔ Unlimited Budgets ✔ Multi-Year Forecasting, and more...

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 15 of 65 Budget Builder
ClearGov’s Budget Builder helps your staff budget
better, together. Using a single, shared online
workspace, financial executives, committee members,
and department heads can collaborate on building a
budget using an efficient tool that’s been designed
specifically to meet the budgeting needs of local
governments.
● Choose your baseline: Base your budget on last
year’s data, on a simple-to-generate budget
forecast (see below) or use zero-based budgeting.
● Collaborate effectively: ClearGov Budgets makes it easy to manage, merge, track and review budget requests and changes as a team, every step of the way. ● Create unlimited budgets: Create multiple budgets every year across different funds or for the same fund. You can even build out what-if scenarios.
● Add notes and supporting material: Comments and supporting documents are easily attached directly to line items so they are readily available for reference. ● Keep a thorough audit trail: Automatically track every change, comment, and version so you always know who changed what and when.
● Build custom reports with a click: Easily create and export custom reports to share your operational budget with internal and external stakeholders and existing systems. ● Operational Budget Dashboard: Quickly see and share the status of your budget-building process. Filter on current and historical financial data. Automatically aggregate all budget requests in one place.

All Funds Summary
With ClearGov’s automated All Funds Summary
dashboard, you can easily review your holistic budget. No more switching between spreadsheet tabs or scrolling
screen by screen to get the full picture.
● Automated Summary: View your budget across
all funds via an interactive, visual dashboard.
● Toggle Your Views: Filter and sort functionality is
built-in. You can toggle your view by fund,
department or object.
● All Funds Summary Export: Online collaborators will have access to the All Funds Dashboard, and with one click, you can export a full report to Excel, CSV or PDF. .

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 16 of 65 End of Year Projections
As your fiscal year progresses or as the fiscal year-end approaches, your collaborators can submit end-of-year
projections. ClearGov automatically updates your
projected fund balances to help you make more informed
decisions for next year’s budget.
● EOY Collection: Seamlessly include an
“End-of-Year Projection” column in your budget
workspace. Default to previous year’s numbers or
zero-balance.
● Fund Balance Analysis: Utilize interactive charts to give your finance team new perspectives and insights on your projected Fund Balances.
● Pin Your Chart: Your collaborators can pin their fund balance chart to their workspace to see live updates as they work through their budget requests entry.

Why does the City need this?
● Improve accuracy: Nearly 9 out of 10 spreadsheets contain errors. Finding those mistakes and fixing them can be frustrating and wastes precious time. But ClearGov is cloud-based, so everybody works on the same error-free master file vs. a multiple spreadsheet monster that has to be managed and merged manually.
● Collaborate more effectively: ClearGov allows everyone involved to work from the same platform, share comments and suggestions, and immediately see the impact across the organization — in real time — as budget development unfolds. ● Free up time and resources: Preparing the annual budget consumes a big chunk of your time, but it's not the only thing you do. Modernizing your budgeting process will free up your time and talent to focus on other critical projects as well. ● Make better budgeting decisions: ClearGov’s dynamic, graphical interface helps you clearly visualize historical trends — at a glance — so you can readily identify areas that are consistently under or over budget and make adjustments accordingly.
● Plan for the long term: Access to an AI-driven forecasting tool enables you to better assess how budget decisions made today will impact revenues and expenditures down the road. Create multiple forecasts to better plan for “best case” or “worst case” scenarios. ● Identify areas of potential overspend/prevent waste: With instant, easy access to benchmarking data, you can uncover areas for savings quickly and adjust your budget accordingly.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 17 of 65 Smart Capital Planning
Capital planning doesn’t have to be complicated and
it definitely doesn’t need to be manual. It’s time to get rid of those hard copy capital request forms and move
your entire capital planning process into the digital
age.

ClearGov Capital Budgeting is the first cloud-based
capital improvement planning (CIP) solution
specifically designed for local governments that
streamlines requests, provides a multi-year scenario
optimization process, and generates website-based
pages automatically for each capital improvement.

Watch a 7 minute micro-demo here
✔ Capital Budgeting Dashboard ✔ Unlimited Contributors
✔ Capital Request Manager ✔ Project Request Templates
✔ Request Scoring & Ranking ✔ Integrated Report Builder ✔ Unlimited Scenario Planning ✔ And more…
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 18 of 65 Capital Requests
The Capital Request function is a dashboard-driven tool that automates and optimizes the process of collecting, organizing, and reporting capital requests across all
departments and automatically populates your capital
plan. Think of it as a modern, digital-first solution to an age-old, paper problem.
● Digitize your requests: Save some trees with a
simple online form that captures and submits
requests electronically.
● Customize your form(s): Easily customize the default templates with a few simple clicks to precisely fit your needs and preferences. Create as many different form types as you need. ● Automate your workflow: Initiate, collect, track, and manage all your requests online, even set triggered reminders for department heads.
● Digital audit trail: Your department heads can easily attach pictures, PDFs, and other supplemental materials to their digital request form. These materials travel with the request, so they’re always just a click away.
● View capital requests at a glance: Report and review requests by department, funding source, fiscal year, and more — all from an intuitive dashboard.

Scenario Planning
All capital request data is automatically integrated into the Scenarios functionality. Powerful but simple tools
enable you to easily and visually identify how your
expected funding matches up against all of the requests.

Scenarios makes it point-and-click easy to examine
multiple scenarios to help you make insightful decisions about which projects you need and can afford to fund.
● Unlimited Scenarios: Easily create, analyze and
compare multiple scenario plans to propose and
optimize your capital budget - both near and
long term.
● Scoring and Ranking: Assign priorities and ratings to each project based on how they directly impact your key strategic initiatives.
● Shift Funding Assumptions: Can’t afford to completely fund a project in one year...no problem.

ClearGov Capital Budgeting enables you to spread funding assumptions across multiple years and explore multi-year what-if scenarios.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 19 of 65 Capital Budgeting Dashboard
The Capital Budgeting dashboard centralizes everything
you need to plan and present your budget and provide
deeper insight into capital requests. Use filters to visualize the data from multiple angles while you review capital
costs, funding sources, operational costs, cost savings and project revenue.
● Robust Filtering: Immediately see the impact of
capital requests on your budget from multiple
angles. Filter your dashboard by department,
year, request type and more.
● Auto-generated graphs: View your capital budget data with auto-generated charts that can be downloaded instantly to be used in presentations or shared with stakeholders. ● Analyze Requests: Easily click on a request to drill down into the details to see pictures, attachments and a cost breakdown.

Why does the City need this?
● It’s so much more efficient: The sooner you automate out-dated manual processes, the more efficiently you can govern. Once you streamline the tedious task of organizing your capital requests, you’ll have more time and energy to invest in one of the most critical components of good governance — strategic planning.
● Eliminate the paper chase: Instead of chasing down paper requests and slogging through the data entry process, you can kick off each new request cycle with a click. ● Critical insights: Leverage scenario planning to understand the true impact of key capital projects in both the short term and over time.
● Shine a spotlight on community development: A good chunk of every tax dollar funds important CIPs in your community — things like new construction, improvements to infrastructure, and other key initiatives. Keep residents (and the press) informed about the issues they care about most.
● Synchronized budgeting: ClearGov’s Capital Budgeting syncs directly with ClearGov Operational Budgeting to further streamline your overall annual budgeting process. Capital Budgeting also syncs with and automatically generates a capital request summary with detail pages for each department/request for your ClearGov Digital Budget Book.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 20 of 65 Build an Award-Winning Budget Book in a
Fraction of the Time
The annual budget book is your most important, public-facing policy document. You want it to be polished, professionally formatted, and accessible to as many residents and stakeholders as possible. And, ideally, you want it to be easy and efficient to produce on your end.

ClearGov Digital Budget Book is the industry’s first website-based solution that automates most of the budget book creation process using templates and data-driven charts and tables. Meet GFOA award criteria and deliver new levels of clarity, engagement and understanding for your citizens.

Watch a 5 minute micro-demo here
✔ Automated Fund Summaries ✔ Capital Improvements Inclusion ✔ Department Specific Pages ✔ Automatic Data Updates
✔ Collaborate and Customize ✔ Automated Workflows
✔ Built-in GFOA Best Practices ✔ And more…
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 21 of 65 Budget Book Builder
The Budget Book Builder module helps you produce an
interactive and engaging budget book in a fraction of the time it takes today. Instead of manually building your book in a clunky document editor, you build it collaboratively using simple web apps that streamline the steps from start to publish.
● Prepopulated and preformatted: Start with a core
framework that includes all of your pre-loaded budget
data with integrated, pre-built charts
● Smarter workflow: Collaborate and work faster to add
your narrative with fewer headaches
● Highly customizable: Add images, choose chart
colors, and select styles to reflect your civic brand.
● Better end product: Produce a polished piece that is ADA-Optimized and built from the ground up to meet GFOA best practices
Auto-generated Charts, Graphs and More
ClearGov automatically generates charts, graphs, and Fund Summary pages using your budget data - giving you a
profound head start in content creation.
● Page creation: Fund Summary pages are pre-built
with easy-to-edit template panels. Simply add
narrative to the panels to tell your story.
● Pre-populated: Fund Summary pages are
pre-populated with revenue, expense, and historical
data so you don’t have to enter it manually.
● Auto-generated graphs: Pages include compelling,
colorful graphs to complement the data and to help visualize the numbers for each section of your budget. All your graphs and data are auto-updated if you change the numbers. ● Auto-translate: Built-in Google Translate functionality will automatically translate your budget book narrative into Spanish, French, Portuguese or more than 100 other languages.

Digital Budget Book Examples
Check just a few of the outstanding Digital Budget Books created using the ClearGov solution:
● El Mirage, AZ Digital Budget Book
● Shawnee, KS Digital Budget Book
● Yuma County, AZ Digital Budget Book
● Sussex County, DE Digital Budget Book
● City of Bristol, CT Digital Budget Book
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 22 of 65 Automatic Data Updates
Revenue and expense data are automatically updated
throughout your Digital Budget Book as the numbers
change, eliminating errors and saving time - especially valuable for those inevitable last-minute tweaks.
● Embedded Data: Easily embed budget numbers
into your narrative. Embedded numbers
automatically update whenever your budget
changes. No more searching through 300 pages.
● Smart Charts: All charts and graphs also update automatically, and they’re interactive to help provide a complete picture of your budget.
● Integrated Budget: Syncs directly with ClearGov Operational Budgeting or upload your budget data into an integrated, intuitive budget editor.

Why does the City need this?
● The short-cut you always wanted: One simple click generates a fully formatted framework that’s automatically populated with your financial data, along with pre-built charts, tables and graphs, and even some pre-written content. You simply fill in the blanks and customize the content as you see fit.
● Improve accuracy: The more spreadsheets you manage and papers you shuffle, the greater the margin of error. ClearGov’s digital-first approach is automated, templated, and paperless so you can stop manually collecting, merging, and managing all that input from dozens of department heads.
● You save time and aggravation: Recreating charts, tables, and graphs from spreadsheets every time a figure changes is not only tedious, it’s inefficient. With ClearGov, every time you change a number in your budget, all of the applicable charts, tables and graphs are updated automatically.
● Print on demand: Printing a budget book is expensive and often out of date before the ink dries. ClearGov enables you and your citizens to print specific sections or the entire budget book whenever you like - which saves both time and money. ● GFOA kudos: ClearGov’s Digital Budget Book is structured to meet GFOA best practice guidelines. In fact, there is a GFOA checklist built right in, so you can check off each Distinguished Budget Award Presentation requirement as you complete it.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 23 of 65 Tell Your Story
Tell your financial story using our simple-to-navigate
transparency center. Easy-to-understand infographics help you share financial information, departmental goals and results in a way that informs and engages your community.

ClearGov Transparency is a suite of cloud-based solutions designed to remove the static from your communications
efforts, so you can keep your community in the loop with the solid work you and your team are doing. With
innovative, turnkey transparency profiles, project pages and department dashboards ClearGov Transparency helps
you tell your story and show your work.

Watch a 5 minute micro-demo here
✔ Fiscal Transparency ✔ Open Checkbook
✔ Department Dashboards ✔ Performance Metrics
✔ Peer Comparison ✔ Capital Project Pages
✔ Custom Chart Builder ✔ And more...

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 24 of 65 Financial Transparency
Build community trust and support by publishing your
financial data in an online profile that’s feature-rich, easy to use, and easy to understand. It’s an instant
best-in-class transparency center that’s miles ahead of the usual complex spreadsheets and static PDFs.
● Easy-to-understand infographic format: Help
citizens and other stakeholders easily visualize
and interpret important metrics.
● Context features that make transparency
meaningful: Add explanatory notes that tell the
story behind the numbers. Allow users to
compare data side-by-side with similar communities near you. ● Budget vs. actuals: Clearly show how funds are collected and allocated. Reveal trends by showing historical data as well.
● Open checkbook: If desired, you can provide searchable, check-level detail revealing line-item spend.

Capital Project Communications
Keep citizens in the loop with key data and updates
about all of your key projects. Project Pages take only minutes to populate and allow you to share photos,
timelines, funding sources, and more — all in one
centralized location. If you’re also using ClearGov Capital Budgeting you can publish capital requests from
department heads directly to project pages in just one
click.
● Share project finances: Post your project’s
budget, funding sources and track expenditures
along the way.
● Share images: Bring your project’s story to life by
posting photos and architectural renderings.
● Allow citizens to subscribe: Visitors to your
Project Pages can subscribe to receive automatic
email updates every time you make a change.
● Collect citizen feedback: Invite visitors to ask
questions or post comments in a moderated
forum that you control.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 25 of 65 Department Dashboards
Tell your organization’s whole story by publishing updates detailing department-level performance metrics.

Showcase KPIs for any and all departments, from animal
control to the zoning board.

ClearGov Department Dashboards are extremely flexible
and point-and-click easy to assemble. You can use
Department Dashboards to display any metric you like.

Plus, the ClearGov solution makes sure that your data is presented in a way that’s easy for your residents to
interpret and understand.
● Customize: Display department-specific KPIs. Add
the department head’s name, title, picture, and a
brief intro letter.
● Create panels: Select the appropriate template for each section you want to display. If you like, add commentary or explanatory text.
● Add charts: Pull in existing graphics from the ClearGov Chart Builder App or easily create new ones specific to your dashboard.

Why does Brea need this?
● Drive community support: By sharing critical facts and figures with citizens, you can foster a climate of trust and understanding that helps drive public support for key initiatives. ● Dispel public misconceptions: MIT research shows that false news travels faster, farther, and deeper than true news, particularly through social media. In the age of misinformation, readily accessible and easily understood facts are your best defense against public misconceptions. ● Reduce inquiries: Research by the Sunlight Foundation indicates that municipal transparency programs reduce citizen information requests by 30 percent. The more data you share with constituents now, and the clearer you make it, the fewer inquiries and record requests you’ll field on an ongoing basis.
● Promote value: Where else can the average citizen go to find out about police response times or annual fundraising efforts? Department Dashboards let every division tell its own unique story.
● Hold departments accountable: They say that what gets measured is what gets done.

ClearGov dashboards are a simple and effective way to track department performance against goals and to promote a culture of performance and transparency agency-wide. ● Shine a spotlight on community development: A good chunk of every tax dollar funds important CIPs in your community — things like new construction, improvements to infrastructure, and other key initiatives. Keep residents (and the press) informed about the issues they care about most.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 26 of 65

PRODUCT SCOPE
In the interest of transparency, we want to provide guidance around the scope of usage that is included with each ClearGov solution. The tables below do not provide a detailed list of every feature and/or function included in the product. These tables provide a summary of the key things that you can do with each solution once your account has been activated.

ClearGov Personnel Budgeting - Product Scope
Once you have uploaded your position and personnel data, ClearGov Personnel Budgeting enables City team members to execute a variety of tasks, as outlined in the table below. ClearGov products are designed to be easy to use and intuitive, and with the training we provide, you should have all the expertise you need to fully leverage the platform.

Description In Scope
Personnel Request Forms: Create forms for your contributors to submit personnel requests.

Unlimited personnel request
forms
Personnel Data Import: Import personnel and position data into your personnel plan.

Unlimited positions and
personnel
Personnel Scenario Planning: Input and adjust key rules and assumptions to create and analyze personnel budget scenarios.

Unlimited scenario planning
ClearGov Operational Budgeting (Optional) - Product Scope Once your data has been onboarded, ClearGov Operational Budgeting enables City team members to execute a variety of tasks, as outlined in the table below. ClearGov products are designed to be easy to use and intuitive, and with the training we provide, you should have all the expertise you need to fully leverage the platform.

Service Description In Scope
Create Forecasts: Auto generate one or more forecasts for each of your funds. Modify forecasts based on what-if scenarios adjust parameters as needed.

Unlimited forecasts
Create Budgets: Create one or more budgets for each of your applicable funds. Invite collaborators, iteratively build the budget and share with reviewers.

Unlimited budgets
Export Budgets to ERP: Export your final budget(s) from ClearGov in order to import directly into your accounting system / ERP. NOTE: Depending on your ERP, your export file may require formatting prior to import.

Export Format:Excel; .CSV file
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 27 of 65 ClearGov Capital Budgeting (Optional) - Product Scope
Once your subscription is activated, ClearGov Capital Budgeting enables City team members to execute a variety of tasks, as outlined in the table below. ClearGov products are designed to be easy to use and intuitive, and with the training we provide, you should have all the expertise you need to fully leverage the platform.

Description In Scope
Capital Request Forms: Create forms for your contributors to submit capital requests.

Unlimited capital request forms
Capital Request Imports: Import existing capital requests to your capital plan and/or present in your budget book.

Unlimited capital requests
Capital Scenario Planning: Input and adjust capital funding assumptions to create and analyze capital budget scenarios.

Unlimited scenario planning
ClearGov Digital Budget Book (Optional) - Product Scope Once your data has been onboarded, ClearGov Digital Budget Book enables City team members to execute a variety of tasks, as outlined in the table below. The ClearGov training programs and your CSM will provide advice and suggest best practices to help you optimize your own Digital Budget Book.

Description In Scope
Digital Budget Books: Create comprehensive digital budget books based on onboarded budget data and the narrative
added by you.

Unlimited Digital Budget Book
versions
Digital Budget Book Pages: Fill out templated sections of your budget book using ClearGov’s toolset and GFOA guidelines embedded in the product, and/or create new pages with your own content, images, tables, etc. as needed.

Unlimited pages
Printed Budget Books: ClearGov’s Digital Budget Book solution includes print to .PDF functionality. It automatically creates .PDF documents of the full budget book or selected sections.

Unlimited
ClearGov Transparency (Optional) - Product Scope
Once your data has been onboarded, ClearGov Transparency enables City team members to execute a variety of tasks, as outlined in the table below. The ClearGov training programs and your Client Success Manager will provide advice and suggest best practices to help you optimize your ClearGov Transparency implementation.

Description In Scope
Project Pages: Create and publish website-based Project Pages to communicate capital projects and other community projects.

Share project status, milestones, timeline, budget and other updates with your constituents.

Unlimited Project Pages
Department Dashboards: Using ClearGov’s easy to learn and intuitive toolset, including custom charting, you can create Department Dashboards to communicate key performance
metrics to your constituents.

Unlimited Department
Dashboards
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 28 of 65 Transparency Profile Launch: Promote your transparency profile to residents through a press release, your website and social media.

ClearGov provides a release
template and a customer
banner for your Website.

Data Updates: You may regularly update your financial data at your discretion by sending new files to ClearGov. For example, you may post current FY budget and update periodically with actual spending.

You may provide monthly,
quarterly (recommended) or
annual updates for budget data.

Open Checkbook data can be
uploaded weekly.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 29 of 65 PRODUCT FAQs
Personnel Budgeting Questions
Q: We have a lot of employees, can we upload their data in bulk? ● A: Yes, it is easy to bulk import employees into our system. ClearGov generates a template that you can download and use to set up a simple bulk import of employees and information.

Q: Can we export the final Personnel Budget that we create? ● A: Yes, once you’ve created your budget, you can choose any combination of data to export to Excel and then import this directly into your ERP/Accounting system.

Operational Budgeting Questions
Q: With ClearGov's benchmarking intelligence module, how do we know we are comparing “apples to apples”?
● A: ClearGov consolidates and normalizes the fiscal data for all of the municipalities within your state into a standardized national chart of accounts in order to enable a direct apples-to-apples comparison. ClearGov also enables you to select the filter criteria that are most important to the comparison you're trying to make. For example, if you're comparing snow removal costs, you want towns with similar road miles, whereas if you're comparing public safety costs, you'll likely use population and average household income as your filters.

Q: Can I export from ClearGov Operational Budgeting into my ERP system? ● A: Yes, once you’ve created your budget, you can choose any combination of data to export to Excel and then import this directly into your ERP system.

Capital Budgeting Questions
Q: Are requests from the prior year carried over when you create a new budget? ● A: Yes, previously submitted requests (multi-year, partially funded or unfunded) from the prior year will be carried over to the new capital planning process. Any prior year requests that you do not want to include can be removed from the plan after you’ve started.

Q: Can we import prior year’s requests?
● A: Yes, it is easy to import prior year's requests. Within ClearGov Capital Budgeting, you can download a template based on your request type. You simply add your requests to the template and upload them to ClearGov. Our Import tool has an easy 3-step guide to walk you through the process.

Q: Can we export the final Capital Budget that we create? ● A: Yes, you can export your Capital Budget to Excel or PDF. ClearGov’s Capital Budgeting Report Builder serves up a handful of pre-built, common reports to streamline your reporting process, or you can create your own reports to export. Exported data can be uploaded to your ERP or accounting system.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 30 of 65 Digital Budget Book Questions
Q: Since the product is template-driven, won’t every ClearGov Digital Budget Book look the same?
● A: No. While every ClearGov Digital Budget Book starts with the same core template, it’s highly and easily customizable, so the final product will always be different. You can add your own images, chart colors, and endless content to make it your own.

Q: Can you guarantee that we will win a GFOA award?
● A: As we have designed and built the ClearGov Digital Budget Book, we have double-checked the GFOA guidelines every step of the way. We have also actively reviewed the solution with GFOA reviewers and members of the GFOA staff. With that said, we cannot guarantee that you will win an award, in part, because the narrative content is still up to you. In other words, all of the core components are included, but you still need to fill in the blanks in a way that meets with GFOA approval.

Q: I understand the benefits of digital, but I still need to produce a printed version. How will that work?
● A: You’re not alone. Old habits die hard and paper is still a must-have for many local governments. In addition to presenting your budget book online, the ClearGov Digital Budget Book Suite includes functionality that enables users to create a .PDF, which can then be printed to generate a hard-copy of your budget book. Also, the Print-to-PDF functionality enables you to print specific sections of your budget book and/or the entire book.

Transparency Questions
Q: Where does ClearGov get its financial data?
● A: ClearGov sources its financial data from various entities including state departments of revenue; state education departments; etc. ClearGov also compiles complementary data, such as demographic information, home values, road miles, etc. from various public sources including the U.S. Census Bureau.

Q: How does ClearGov determine the default peer group for peer analysis? ● A: ClearGov uses four primary factors to create the ClearGov Default peer Group for each municipality:

1. ClearGov looks for municipalities with similar populations.

2. ClearGov looks for municipalities with similar median home values as determined by census data.

3. ClearGov looks for municipalities with similar commercial assessments to differentiate between rural and urban municipalities.

4. ClearGov dynamically searches for the closest ten municipalities that meet population, median home values and commercial assessment deviations. The figures from these municipalities are combined to create a peer average.
● NOTE: As a ClearGov Transparency customer, you will have the opportunity to create and publish your own custom peer groups, based on whatever criteria is most important to you.

Q: Won’t publishing a transparency profile generate a lot of incoming inquiries? ● A: On the contrary, our customers find that a ClearGov profile helps the community find the answers they seek more easily and consistently. Plus, you can add commentary that tells the story behind your numbers and provides additional context. ● Prior to launch you will want to identify the components of your data that would benefit from some additional context. ClearGov enables you to add commentary to these sections of the profile which will actually reduce the number of inbound public information requests.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 31 of 65 ● Finally, if you do get an influx of inquiries, you will generally find a consistent pattern to the questions. So, you can use those questions to inform and further enhance your commentary.

Q: What about inciting “community activists”?
● A: It seems that every municipality has a small population of what we call “CAVE People” (Citizens Against Virtually Everything), and unfortunately, we don't have a direct solution for that. However, a large portion of the most aggressive community activism is generally caused by a misinterpretation of the facts, or simply taking the facts out of context. We have found that ClearGov can drastically change both the tone and substance of the conversation by showing that your local government has nothing to hide, and by delivering not just data, but the stories behind the numbers to help everyone have a more informed and empirically accurate conversation.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 32 of 65

APPROACH AND PROPOSED SCHEDULE
Overview
The ClearGov onboarding process is designed to activate and set up your ClearGov solution. We have designed the process to be as straightforward as possible. Yes - there are some things you’ll have to do, but the effort is likely to be much less than other software implementations you have experienced in the past. With your specific goals and budget timeline in mind, your Implementation Manager will develop a plan and guide you through what needs to be done to get you and your team up and running. The Implementation Manager will work with you and ClearGov’s internal experts to achieve onboarding milestones.

Roles & Responsibilities
Effectively and efficiently completing the onboarding process requires a small group of people - from both ClearGov and the City of Brea - with specific roles and responsibilities, as follows. NOTE: For some customers, one person may play multiple roles.

City Team
● Executive Sponsor: Champions the implementation and rollout of ClearGov inside the City.

Removes roadblocks and acts as the escalation point if the onboarding process stalls. ● Primary Contact: Go-to person at the City who is the main liaison with ClearGov’s Implementation Manager. Responsible for scheduling meetings and ensuring the right people from the organization attend.
● Data Exporter: The person responsible for exporting financial data from your ERP / Accounting System and providing Account ID structure information.
● Data Reviewer: The person responsible for reviewing and approving data maps and how your data displays within the ClearGov platform.

ClearGov Team
● Implementation Manager (IM): Overall Project Manager for onboarding. Responsible for driving meetings as required and guiding you through the onboarding process. Ensures alignment with what needs to be done and who needs to do it. ● Sr. Data Advisor: ClearGov’s full-service Data Advisor team is made up of former local government finance officials, so they have been in your shoes. Your Sr. Data Advisor is ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 33 of 65 responsible for uploading and categorizing your financial data. They will work closely with the Data Reviewer to complete data mapping.
● Training & Enablement Specialist: A ClearGov team member who is deeply familiar with ClearGov products and has developed on-demand educational material available in ClearGov’s Support Center. This person will lead training workshops as necessary for users. ● Client Success Manager (CSM): Your Client Success Manager is responsible for making sure you achieve your objectives and have ongoing success using the ClearGov platform. ● ClearGov Support Team ([email protected]): Everyone on this team understands how ClearGov products work and can answer questions to help you complete a task. The ClearGov Support team is available for technical assistance for all ClearGov customers. ● ClearGov Data Team ([email protected]): The ClearGov Data Team is responsible for adding new or updating existing data after the initial onboarding is complete. NOTE: Most members of our Data Team are former financial officials as well.

Data Onboarding Timeline
We have successfully onboarded over a thousand customers, so we know that different organizations have different objectives and deadlines. Some of our customers want/need to implement as quickly as possible and make ClearGov their #1 priority. Other customers take a more relaxed approach and fit ClearGov in among other projects. As a result, the onboarding process typically stretches across 60 - 90 days, which allows enough time for us to collaborate and complete the important tasks mentioned in the next section.

Typical Onboarding Timeline
IMPORTANT - Meeting Your Deadline: We are happy to work at whatever pace fits your needs, and we recognize that in certain circumstances, you may require an expedited onboarding process. If you have a specific deadline in mind, please inform your Solutions Advisor or Implementation Manager as soon as possible. We will do our best to meet your deadline (we don’t miss many of them), and we’ll let you know exactly what we need from you - and when - in order to hit your objective.

Data Onboarding Phases & Tasks
The onboarding process has six phases, as outlined below. Some of these phases overlap and can occur concurrently to reduce the duration of onboarding. Furthermore, once your product subscriptions are activated you are able to use the product(s) immediately to complete various setup & configuration tasks while your general ledger data is being uploaded and mapped.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 34 of 65 Phase 1: Discover
The Discover phase is the initial period when you and ClearGov develop a shared understanding of your goals, specific data requirements & structure, budget cycle timeline, and onboarding plan. Depending upon schedules and availability, the Discover phase - in conjunction with the Prepare phase - usually lasts 2 to 4 weeks, starting when you sign the ClearGov service order and your Solutions Advisor connects you with your Implementation Manager.

The key objectives during the Discover phase include:
● Share Goals: During the Kickoff call, your Implementation Manager will review and verify the goals you discussed with the Solutions Advisor during the sales process. ● Confirm Key Milestones & Dates: This information will be used as input to the onboarding project plan and to ensure that everyone has common expectations. ● Define Launch Requirements: The Implementation Manager will guide you through exactly what needs to be completed prior to launching ClearGov applications.

Task Responsibility Notes
Product subscription
activation
ClearGov ClearGov will activate your subscription in accordance with the Start Date listed in your Service Order. ClearGov will create your Client Admin user, who can then access the
platform and add additional (unlimited) users as necessary.

Kickoff & Data
Discovery calls
ClearGov &
Client
The IM will schedule two separate 30 - 60 minute Zoom
sessions with your team.

The first call is to discuss key objectives and the timeline for onboarding. Your Primary Contact along with anyone else who would like to be involved should attend this meeting.

The second is with a ClearGov Sr. Data Advisor to
understand your financial data and collect information for categorizing that data. Your Primary Contact, Data
Exporter, and Data Reviewer should attend this meeting.

Complete
Implementation
Worksheet
ClearGov &
Client
The IM will share a worksheet with a few questions to help us better understand your specific needs and timeline.

Assemble teams and
resources
ClearGov &
Client
Identify and assemble the necessary individuals - on both teams - to participate in onboarding.

Create project plan
with timeline
ClearGov The IM will develop the timeline and project plans and will review these with your Primary Contact.

Phase 2: Prepare
The Prepare phase focuses mainly on helping ClearGov understand how you categorize your financial data and what changes may be necessary in order to display data the way you prefer within the ClearGov platform. During the Prepare phase, we will ask you to export financial data from your ERP or accounting system and provide information on your account code structure.

Task Responsibility Notes
Data Onboarding
learning path
Client We will share material to help you understand the ClearGov data onboarding requirements, as well as how certain
choices will affect how your data can be displayed within the ClearGov platform.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 35 of 65 Scope data
implementation
ClearGov We will ask you to verify how many years of historical data you wish to include in the platform along with which
budget and actual versions you want to onboard.

Export Financial
Data
Client We will ask you to export financial data from your ERP / accounting system, and we will provide data format
requirements.

Provide mapping
information
Client We will ask you to provide guidance about how to categorize line items based on the structure of your
Account IDs, i.e. help us understand your Account ID
segment codes.

Review and clarify
data
ClearGov ClearGov will review your data files let you know if we have clarifying questions.

Phase 3: Map & Review
ClearGov offers a full-service data onboarding process that includes formatting, uploading, and mapping your financial (i.e. general ledger revenue and expense) data. This is the most important step of the onboarding process because that data is what enables the full use of our budgeting applications.

The Sr. Data Advisor will complete the onboarding work while relying on you to provide a complete set of data files and your feedback along the way. We will need you to attend a few calls, review the mapping and provide timely feedback. It is our goal to make sure your financial data is presented through the ClearGov applications in the way you want.

Task Responsibility Notes
Upload and map
financial data
ClearGov ClearGov full-service data onboarding includes formatting and uploading your financial (revenue and
expense) data and mapping each line item into categories such as fund, department, revenue source, objects, etc.

Review initial
mapping
ClearGov &
Client
We will review your initial mapping in a Mapping Review call and develop a strategy for you to provide feedback.

Provide feedback
and iterate initial
mapping
ClearGov &
Client
If necessary, we will create a mapping feedback form for you to fill out and return to us. We will make mapping
revisions based on your feedback.

Review mapping
in-product
ClearGov &
Client
We will review how data flows into key product areas and how you can change how your data looks using product
settings. If no initial mapping revisions are required, this process can happen in the initial Mapping Review call.

Product-specific
settings
ClearGov &
Client
During the in-product review, we will discuss how specific product settings can impact the presentation of your data, e.g. Digital Budget Book best practices for creating
department pages with a consistent look.

Phase 4: Train & Configure
Administrators can begin learning how to use ClearGov as well as configure application settings while your data is being mapped. We have developed comprehensive courses that provide you with step-by-step instructions on how to configure ClearGov. Your IM will recommend a custom learning path based on the products you have purchased.

Task Responsibility Notes
Administrators &
editors begin
learning path and
ClearGov &
Client
Your IM will recommend and enroll you in ClearGov
Academy courses to help you meet your goals. Courses are broken down into a variety of product-specific educational ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 36 of 65 explore help
resources
elements (e.g. videos, articles, quizzes) for easy
consumption. Login to ClearGov Academy and begin your
learning path, and log in to ClearGov and explore our
Support Center resources.

Admin & Editor
Workshops
ClearGov &
Client
Schedule and complete product workshops, as required.
(See note below for additional details.) This is custom, instructor led training, so please come prepared with
specific workflow questions.

Configure
applications
Client Complete configurations in selected applications, including adding non-general ledger data, e.g. capital requests and employee information. See below for an outline of
application-specific configurations that you can utilize to customize your ClearGov experience.

Your IM will provide you with guidance and best practices on how to utilize these configurations.

Add users to the
system
Client In the User Management application, add all potential users to the system. Adding all users here makes it easy to select the appropriate people when it comes time to
request budget input and review from your team.

ClearGov Workshops Overview
ClearGov’s products are designed to be easy to use and our learning resources are robust. As a result, you may not need a Workshop for all products. If you want one, here are our guidelines:
● ClearGov will provide a Workshop for each product in your subscription. ● ClearGov Workshops may be attended by both Administrators and Editors. ● ClearGov Workshops are designed to answer your specific questions about how to use ClearGov’s solutions to meet your specific needs. Therefore, it is highly recommended that you complete the ClearGov Academy courses prior to attending a ClearGov Workshop. ● All Workshops are recorded for your ongoing reference and team access.

Phase 5: Promote & Educate
ClearGov products are built to foster collaboration during the budget development process. So, we want to make sure your entire team knows how to get the most from our platform.

Task Responsibility Notes
Introduce ClearGov
to colleagues
ClearGov &
Client
Your IM will work with you to customize materials (email messaging and supporting materials) to send to key
stakeholders in your organization.

Department Heads
complete learning
paths
Client Your IM will recommend ClearGov Academy courses for your Department Heads and other users of ClearGov based on the products included in your subscription. Your IM will also recommend other resources available through our
learning center to ensure your Department Heads are set up for success with ClearGov.

Department Head
Workshop
ClearGov &
Client
Schedule and complete product workshops, as required.
(See note above for additional details.) This is custom, instructor led training, so please come prepared with
specific workflow questions.

Phase 6: Ready to Go
With your onboarding process complete, the City’s team will be well-prepared to build and present your budget. At this point, your Implementation Manager will introduce your ClearGov Client Success Team, including your Client Success Manager, who will provide ongoing support.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 37 of 65 Task Responsibility Notes
Client Success
Manager assigned
ClearGov ClearGov will assign a dedicated Client Success Manager (CSM). Your CSM will become your primary point of contact to provide coaching, share best practices, and ensure
continued success with your ClearGov platform.

Post-Onboarding
Review call
ClearGov &
Client
Your IM will coordinate a call with your new CSM and your Primary Contact to do a final review of any outstanding onboarding tasks as well as to gather your feedback to
highlight if any part of the process could have been
executed better.

Communicate
Support & Data
Request process
ClearGov Your IM will provide instructions on how to contact our Support Team if you have questions or run into a technical issue as well as instructions on how to submit data uploads or modification requests to the Data Team.

Application-Specific Configuration
Below is a summary of the key elements that can be configured by the Client for each applicable ClearGov product. Product configuration is your opportunity to customize the ClearGov application to your specific needs and preferences. We have done our best to make each process as intuitive as possible, and we’ll be there to show you how, if you have questions.

Personnel Budgeting
● Data Model Manager: To create an accurate personnel budget, you will need to enter key data into the Personnel Budgeting Data Model. NOTE: This is different from the financial data that ClearGov will onboard and map for you. The recommended configuration process includes:
○ Units: Add Units to group your employees. Units are often affiliated with a union or collective bargaining unit.
○ Wage Schedules: Establish Wage Schedules to account for all job types, unit affiliation, salaries, etc.
○ Additional Pay & Benefits: Add Additional Pay and Benefits details, such as healthcare, overtime, etc. for each job type.
● Employees: Once the Data Model has been configured, you can import specific employee information - both for existing employees and planned hires. ● Contributors: Assign individual users to the Personnel Budgeting product to enable them to submit Personnel Requests.

Operational Budgeting (Optional)
● Contributors: Assign budget categories and line items to applicable department heads to kick-off your annual budget request process.
● Reviewers: Assign and give review access to key stakeholders, i.e. board members, finance committee, etc.

Capital Budgeting (Optional)
● Capital Request Forms: You can customize the existing ClearGov capital request templates and/or create your own.
● Scorecard Settings: You can modify the default Capital Budgeting scorecard settings to help you prioritize capital projects.
● Contributors: Assign individual users to the Capital Budgeting product to enable them to submit Capital Requests.

Digital Budget Book (Optional)
● Budget Book Design: Utilize the point-and-click Digital Budget Book Settings to configure the look and feel of your budget book to meet your needs and preferences.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 38 of 65 ● Contributors: Assign specific budget book sections to contributors for collaboration and editing.

Transparency (Optional)
● Transparency Center Design: Customize your Transparency Center look and feel by uploading a background image, adding your logo/seal, etc.
● Department Dashboards: Create and configure key performance metric dashboards for any applicable department(s).
● Project Pages: Create and configure project pages and provide project updates, as necessary.

Data Requirements
ClearGov’s Onboarding process is focused on getting your most complex data up and running on the ClearGov platform. In a nutshell, this means your financial (i.e. general ledger revenue and expense) data - both current and historical information. This data should be readily exportable from any accounting/ERP system. We have partnered with a few vendors to include an “Export to ClearGov” button in their solutions and for some others we can provide detailed export instructions. Your IM will let you know what is available based on the accounting/ERP system you use. Your IM will also provide you with a more detailed document explaining data requirements. The highlights are outlined below.

Data Onboarding Requirements by Product
Product
Chart of
Accounts
Revenue & Expenditure Data Checkbook
Detail Actual Budgeted
Personnel Budgeting ✅ N/A N/A N/A
Operational Budgeting ✅ ✅ ✅ N/A
Capital Budgeting ✅ N/A N/A N/A
Digital Budget Book ✅ ✅ ✅ N/A
Transparency ✅ ✅ ✅ ✅
Data Onboarding Detail
Actual Revenues & Expenditures
● The majority of clients sent us 4 to 6 years, however, there is no limit ● By providing more years, trend charts will be more robust ● Current FY budget data is used as the basis to create the next FY budget.

Budgeted Revenue & Expenditures
● Current and upcoming
● Past years to display budget-to-actuals (optional)
Check Level Detail (ClearGov Transparency Only, Optional) ● If you wish to use the Open Checkbook feature in ClearGov Transparency ● Your data must include check-level detail for the most recent fiscal year with as much historical data as you prefer
Line Item Detail File(s)
● Line-item level revenue and expense data. Depending on which accounting system you use, all years may be exported in one file or there may be a file created for each year.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 39 of 65 ● Each line item should include full account number, account description, fund and dollar amount. We will also need to know the associated fiscal year and if the line item is tied to revenue or expense.
● Depending upon which accounting system you’re using, this is often referred to as the Trial Balance Report; Account Inquiry Report; or Budget-to-Actual Report.

Account Number Key
● This is simply an explanation of your account number structure. ● An account number is made up of segments and for each segment we need to know its purpose (i.e. whether it refers to a fund, a department, an object, etc.). ● Most accounting systems enable you to run a report to generate this information. It’s often called a Segment Report or Chart of Accounts. If yours does not, just let us know. The ClearGov data team has successfully uploaded data for hundreds of clients and will work with you to determine the best options.

How much data should we provide?
In short, it depends on which product(s) you plan to use:
● Operational Budgeting: Should provide budgeted data for the current fiscal year and any historical budgeted/actual data you would like to be able to view/compare when you are building your next budget. NOTE: The Forecasting module uses historical data to build forecasts, so the more historical data you provide, the better your forecasts will be. ● Digital Budget Book: Should provide budgeted and actual data for any fiscal year that you wish to present in your digital budget, typically 3-5 years. ● Transparency: Provide any budgeted and actual data for fiscal years that you wish to present within your Transparency profile. Generally, we recommend presenting at least 4 years of data to be able to show trend analysis over time, but we can upload as many years as you provide.

General Questions
Q: Do we need to dedicate resources for ClearGov implementation? ● A: Ideally, we would like to have one point person on your end with whom we can coordinate logistics. We generally require no more than a few hours of that person’s time for the entire setup/onboarding process. Typically, that same person is responsible for delivering regular data updates (usually quarterly) , which requires only a few minutes of their time once per quarter. (See Project Management section for more details.)
Q: Does ClearGov provide training?
● A: The ClearGov platform is designed to be simple and intuitive. With that said, ClearGov will provide whatever training you and your team need during the kick-off process. And, the ClearGov team is available for unlimited support and/or training on an ongoing basis. ClearGov also provides video tutorials, online help, and other support materials as well. (See Training and Support section included herein for more details.)
Q: How much effort is required to import our data?
● A: In short, not much. All ClearGov Solutions are designed to be turnkey and ClearGov does all of the heavy lifting for you. See Onboarding section above for more details.

Q: Can ClearGov help us communicate our finances internally? ● A: Absolutely. ClearGov is a powerful tool for not only communicating with residents, but also internal stakeholders. ClearGov can act as a central reporting platform that offers clear and easy-to-understand infographics that can be used for presentations and reports both internally and externally.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 40 of 65 Q: How will ClearGov store our data? Is it secure?
● A: ClearGov utilizes a full suite of solutions from Amazon Web Services (AWS) to host and deliver the data for the ClearGov platform. We specifically selected AWS as our solutions provider because the AWS infrastructure puts strong safeguards in place to help secure and protect customer data. All data is stored in highly secure AWS data centers, and you can learn more about AWS security measures via the following link: https://aws.amazon.com/security/?hp=tile.

See Security Overview section above for more details.

Q. Are there any accounting systems that are not compatible with ClearGov? ● A: The short answer is "No" — we work with everybody. We're not actually doing a direct integration with your accounting system; we just need a simple report, and every accounting system we've ever met can easily produce that report. We've worked with enough of them now that we can probably tell you which report to print, and if it's a new one, we'll help you figure out which report is right.

Q: Does ClearGov provide a real-time integration with any eFinance or ERP systems?
● A: The short answer is…No...and this is by design. ClearGov takes a different approach when it comes to integrating your data onto our platform. In short...we do the work for you. You simply send us a report from your accounting system whenever you like, and we’ll upload it - and there is never any additional charge for this.
● The reason we take this approach is that system integrations sound like a good idea on paper, but in reality...they are painful, expensive and extremely difficult to maintain. The key problem is that every time the software changes on either end of the integration, the connection breaks and requires significant effort to re-integrate. In fact, that’s how our competitors make a lot of their money, because they charge professional service fees every time you ask them to re-establish the integration. Bottom line, the extra costs of supporting and maintaining a real-time integrated solution far outweigh the minimal incremental benefits of real-time data transfer.

Q: Does the ClearGov platform support single sign-on functionality? ● A: Yes. ClearGov supports single sign-on functionality using Microsoft Azure Active Directory. We are happy to support other single sign-on platforms/APIs as well. Please just let us know what you need.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 41 of 65

TRAINING AND SUPPORT
ClearGov solutions are designed to be intuitive and easy-to-use. With that said, ClearGov’s training materials and support channels are designed to ensure that you and your team can successfully launch, adopt and optimize the value you receive from the ClearGov platform. We will share how to accomplish tasks, key insights and best practices.

Training
For starters, we have developed comprehensive courses that provide you with step-by-step instructions on how to configure and use ClearGov. Your Implementation Manager (IM) will recommend and enroll you and your team in ClearGov Academy courses to help meet your goals. Courses are broken down into a variety of product-specific educational elements (e.g. videos, articles, quizzes) for easy consumption.

ClearGov Workshops
In addition, instructor led training is available in workshop format. ClearGov Workshops are designed to answer your specific questions about how to use ClearGov’s solutions to meet your specific needs.

Therefore, it is highly recommended that Workshop Attendees complete the ClearGov Academy courses prior to attending a ClearGov Workshop. ClearGov will provide a remotely-delivered Workshop for each product in your subscription. ClearGov Workshops may be attended by both Administrators/ Editors and Department Heads/Contributors. All Workshops are recorded for future reference and to train new hires.

Support Center
All ClearGov users have access to a frequently updated online Support Center filled with hundreds of how-to articles, video tutorials and information sheets. The ClearGov Support Center is easy to navigate and has a robust search engine to quickly find help on a specific topic.

Client Success Manager
When the onboarding process is complete, the IM will introduce you to your Client Success Manager (CSM). Your CSM is available by phone and email and will work with you to get the most out of ClearGov’s platform. CSMs are generally available 9:00AM to 5:00PM, Monday through Friday (excluding holidays). Your CSM will inform you of their specific availability. Our CSMs are committed to responding to all inquiries within one business day, and in most cases, you will receive a same-day response.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 42 of 65 ClearGov Support & Data Team
For questions on how to use ClearGov or to report a technical issue, you will be able to reach a Support Specialist via [email protected] during business hours (Monday through Friday, 8:00AM to 8:00PM Eastern). Our Support Team is committed to responding to all inquiries within one business day, and in most cases, you will receive a same-day response.

For data updates, we ask that you send data files along with detailed instructions on what you’d like us to update to [email protected]. Our standard lead time to complete an update is five business days.

However, if you need an update completed sooner to meet a deadline, just let us know. Straightforward uploads or changes often are completed within one or two business days.

Product Enhancement Requests
We absolutely love hearing from our Customers - especially when they have ideas that would make our products better. In fact, we meet weekly to go over all the feedback we’ve received to provide key input to our product roadmap. Many of the applications and features in ClearGov’s solution are the direct result of client feedback. When you have a request for a product enhancement, please submit your idea(s) to [email protected] or inform your CSM and they will bring it up at our weekly meeting.

We prioritize product enhancements primarily based on the number of clients who are requesting similar functionality, so we can’t guarantee that your ideas will go to the top of the list, but we promise that we’ll always listen, and we work hard to make 100% of our customers happy.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 43 of 65

HOSTING AND SECURITY
ClearGov Hosting Platform
The ClearGov platform is hosted by Amazon Web Services (AWS), the world leader in cloud computing as a service. Used by the Departments of Justice, Defense, and Homeland Security, AWS is one of only three vendors that have been granted government authorization to store highly sensitive federal data on its cloud-computing servers.

AWS handles systems, network architecture, and security, enabling ClearGov to focus on what it does best — developing world-class solutions for local governments. With ISO 27001 and FISMA-certified data centers, AWS has made platform security its highest priority in order to protect customers’ critical information and applications.

Another key advantage of hosting on the AWS cloud is that it allows ClearGov to easily scale and innovate, while maintaining all security protections across the entire infrastructure.

How secure is ClearGov?
Hosting with AWS ensures that ClearGov maintains the highest security standards in the world:
● Web application firewalls control access to the underlying code ● AWS has built technologies to protect against distributed denial of service (DDoS) attacks to ensure network availability and application uptime.
● AWS’s SQL Server RDS uses server-side encryption to protect sensitive data.

In addition to AWS’s secure hosting environment, ClearGov has implemented a number of extra software security features:
● Secure Socket Layer (SSL): SSL establishes an encrypted link between AWS servers and the web browser to ensure that all data transfers remain private and integral. ● SQL Injection Protection: ClearGov has built protection against SQL injection attacks where hackers attempt to insert nefarious server requests into web forms. ● Access Rights: ClearGov has implemented strict permission settings based on roles, which limit access to specific data and application functions. This ensures that internal users are restricted from accessing sensitive data based on privileges assigned by your administrator. ● Password Authentication: ClearGov does not store passwords explicitly, but rather “hashes” (encrypts) them so they are not compromised.
● Logging and Monitoring: ClearGov employs monitoring features that quickly identify vulnerabilities and provide immediate alerts if action is required.

Where are ClearGov data centers located?
AWS replicates the ClearGov application and data across multiple data centers to ensure redundancy and availability. With this in mind, ClearGov is hosted at the AWS data centers in North Virginia, Ohio, Northern California, and Oregon.

What sort of disaster recovery plan is in place?
One of the reasons we selected AWS is because they provide state of the art disaster recovery. ClearGov databases are duplicated in real-time across multiple AWS servers, and the entire ClearGov platform is backed up on a daily basis across the AWS network. So, even in the event of a catastrophic system failure, 24 hours of data loss would be the maximum impact.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 44 of 65 Is the ClearGov platform designed to scale to meet demand bursts? Yes. One of the key factors behind selecting AWS as our hosting provider is their ability to scale rapidly.

AWS has automated solutions in place that automatically scale ClearGov’s platform for normal peaks and valleys in demand, and can be rapidly (and remotely) scaled to meet sustained demand increases.

Does ClearGov leverage AWS Virtual Private Cloud features? Yes. ClearGov utilizes the AWS Virtual Private Cloud functionality, so that our platform is hosted on a logically isolated section of the AWS Cloud and not commingled with any third party applications.

How do I learn more about ClearGov’s hosting solution?
You can learn more about AWS data centers and security measures via the following link:
● https://aws.amazon.com/security/?hp=tile
Security FAQs
How is client data stored within the ClearGov platform? All client data is stored in a single data repository with proper authentication and access control built into the system to ensure that users may only access the data applicable to their organization.

Is the ClearGov platform SOC 2 compliant?
Our hosting provider, AWS, is fully compliant with SOC 2 requirements, and ClearGov can provide a copy of the most recent AWS SOC 2 compliance/audit report upon request.

How often is the ClearGov platform reviewed for adherence to security standards?
ClearGov performs quarterly security reviews to ensure that processes are being followed and standards are being met.

How frequently is the ClearGov platform monitored?
The ClearGov platform is monitored continuously - 24 x 7 - for performance, security and auditing.

Service Level FAQs
What level of service availability does ClearGov support? All ClearGov solutions are available on a 24/7 basis, and ClearGov is committed to 99.99% uptime. Given that we are a cloud-based solution product patches and upgrades are completed in real-time, without impact to system performance. On occasion, as necessary, larger upgrades that may require planned system downtime are announced in advance and completed over the weekend and/or after working hours.

What is your standard practice for security patch management? ClearGov conducts ongoing audits of third party packages for vulnerabilities. Patches for critical vulnerabilities are released as soon as possible, otherwise patches are released as part of regular bi-weekly software releases.

How often does ClearGov schedule planned outages for system upgrades? The ClearGov platform and applications are architected so that the system does not require downtime during regular maintenance, product upgrades or emergency patches. On occasion, as necessary, larger upgrades that may require planned system downtime are announced in advance and completed over the weekend and/or after working hours.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 45 of 65 COST
ClearGov has completed two versions of the City’s Price Form and provided them for review herein. As a supplement to the City’s Price Form, and in order to fully explain ClearGov’s cost options, ClearGov has included the following additional pricing information.

Our pricing model matches our products - simple, straightforward and built for local governments.

Setup Fee:
● A one-time investment that covers setup, activation, data onboarding and initial training — everything you need to get launched.

Solution Subscription:
● A flat annual investment covers unlimited access and usage of your ClearGov solution and includes unlimited support from your dedicated Client Success Manager.

That’s it. We don’t charge extra for seat licenses or updates or ongoing support or professional services or anything else, so there are absolutely no hidden fees. See the table below for a complete breakdown of what’s included.

Cost Form Supplement - Option #1: Personnel Budgeting Only (Year 1) Option #1: Setup Service Fees (One time investment)
Setup Fee: Includes - Full activation and setup; Data
onboarding; Client training
$4,500.00
Total Setup Service Fees $4,500.00
Option #1: Annual Subscription Service Fees (Annual investment) ClearGov Personnel Budgeting $23,100.00
Total Annual Subscription Service Fees $23,100.00
Cost Form Supplement - Option #2: Full Budgeting Suite (Year 1) Option #2: Setup Service Fees (One time investment)
Setup Fee: Includes - Full activation and setup; Data
onboarding; Client training
$22,500.00
Setup Bundle Discount: ($7,875.00)
Total Setup Service Fees $14,625.00
Option #2: Annual Subscription Service Fees (Annual investment) ClearGov Personnel Budgeting $23,100.00
ClearGov Operational Budgeting $25,400.00
ClearGov Capital Budgeting $18,300.00
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 46 of 65 ClearGov Digital Budget Book $15,300.00
ClearGov Transparency $14,100.00
Bundle Discount ($41,200.00)
Total Annual Subscription Service Fees $55,000.00
Annual & Multi-Year Agreements:
● Annual Agreement: In the event that the City prefers a one-year agreement, the first year subscription fee will be as noted above, depending on which pricing option is selected.

Subsequent renewals will include an automatic six percent (6%) fixed annual price increase. ● Multi-Year Agreement: In the event that the City is willing to commit to a multi-year agreement (2+ years), the annual subscription fee can be locked in at a three percent (3%) increase instead of six percent (6%) for the Initial Service Period.

Two versions of the City’s Price Form are included for review on the following pages.

Please note: There are two versions of the City’s form that mirror the cost options provided in the pricing supplement above.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 47 of 65

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM I

PRICE FORM
(Proposer’s Company Name)
Separate and describe your tasks, and associated costs, for the Scope of Services requirements.

Attach additional pages if necessary.

Please note that pricing Must Be All-Inclusive. EACH PROPOSAL MUST BE INCLUSIVE OF ALL COSTS TO PERFORM THE REQUIRED SERVICES. Any and all costs of labor, transportation, materials, software, equipment, proprietary licenses, and any and all other fees, costs, taxes, insurance, and expenses necessary to comply with the requirements of this RFP and to provide the Services, must be included in the proposal price.

Additional comments/remarks:
_____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________

- This pricing is for ClearGov's Personnel Budgeting solution only. - The one-time setup fee of $4,500.00 would only apply to Year 1. - Year 1, 2 and 3 reflect a discount of 3% for a multi-year agreement (see ClearGov Cost Supplement for details). - If the City wishes to commit to a five (5) year agreement, the cost for Personnel Budgeting for Year 4 would be $25,241.99 and Year 5 would be 25,999.25.

ClearGov, Inc.
4,500.00 Included Included Included Included Included
Included 23,100.00 23,793.00 24,506.79 25,977.20 27,535.83 4,500.00 23,100.00 23,793.00 24,506.79 25,977.20 27,535.83 ClearGov Price Option #1

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM I

PRICE FORM
(Proposer’s Company Name)
Separate and describe your tasks, and associated costs, for the Scope of Services requirements.

Attach additional pages if necessary.

Please note that pricing Must Be All-Inclusive. EACH PROPOSAL MUST BE INCLUSIVE OF ALL COSTS TO PERFORM THE REQUIRED SERVICES. Any and all costs of labor, transportation, materials, software, equipment, proprietary licenses, and any and all other fees, costs, taxes, insurance, and expenses necessary to comply with the requirements of this RFP and to provide the Services, must be included in the proposal price. _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________

- The one-time setup fee of $14,625.00 would only apply to Year 1. - Year 1, 2 and 3 reflect a discount of 3% for a multi-year agreement (see ClearGov Cost Supplement for details).

ClearGov, Inc.
14,625.00 Included Included Included Included Included
Included 23,100.00 23,793.00 24,506.79 25,977.20 27,535.83 Included 25,400.00 26,162.00 26,946.86 28,563.67 30,277.49 Included 18,300.00 18,849.00 19,414.47 20,579.34 21,814.10 Included 15,300.00 15,759.00 16,231.77 17,205.68 18,238.02 Included 14,100.00 14,523.00 14,958.69 15,856.21 16,807.58 14,625.00 55,000.00 56,650.00 58,349.50 61,850.47 65,561.50 ClearGov Price Option #2
- The Proposed Total Costs include a Bundle Discount each year.

Additional Comments/Remarks:

FORMS
RFP Forms
ClearGov has completed the City’s standard forms, in accordance with the RFP, and included them on the following pages for the City’s review. If applicable, ClearGov has also provided supplemental information along with the required forms. The completed City forms and ClearGov supplements include:
● a. Non‐Collusion Affidavit Form
● b. References Form
● c. Subcontractors List‐Standard Form
● d. Statement of Compliance or Exceptions Form
○ ClearGov Exceptions Form Supplement
○ ClearGov BCM Service Agreement
● e. Status of Past and Present Contracts Form
● f. Insurance Commitment Form
● g. Proposer Qualifications Response Form
● h. Firm Proposal Form
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 50 of 65

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM A

NON-COLLUSION AFFIDAVIT FORM
Note: To be executed by Proposer and submitted with Proposal. proposal (name of proposing company)
that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal; that the PROPOSER has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or to refrain from proposing; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the PROPOSER or any other proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer; that all statements contained in the proposal are true; and, the PROPOSER has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, depository, or to any member or agent thereof, to effectuate a collusive or sham proposal, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a PROPOSER that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that they have full power to execute, and does execute, this declaration on behalf of the PROPOSER.

I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct and that this declaration is executed as set forth.

Signature:

Name/Title Date:

Notary is not required for this proposal.

State of
( the State of the place of business)
County of
( the County of the place of business)
, b eing first duly sworn, deposes and
( name of the person signing this form)
says that he/she is of
( title of the person signing this form)
, the party making the foregoing

Massachusetts
Middlesex
Bryan A. Burdick
President
ClearGov, Inc.

Bryan A. Burdick, President February 27, 2024

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM B

REFERENCES FORM
(Proposer’s Company Name)
Provide current business references for whom your company has provided similar services.

Provide very brief description of the Project services your company provided to the reference.

Any unsatisfactory references or past unsatisfactory work performance with City may eliminate Proposer from further consideration (Brea City Code Sec. 3.24.020.M)

ClearGov, Inc.
[email protected]
(629) 952-2117
Meg Jakubik, Budget Manager
2000 Forest Ridge Drive, Bedford, TX 76021
Bedford, TX
ClearGov Operational Budgeting, Personnel Budgeting, Capital Budgeting, Digital Budget Book and Transparency
4/1/2021 - Present, ACV: $36,685.00
ClearGov Operational Budgeting, Personnel Budgeting, Capital Budgeting, Digital Budget Book and Transparency
(515) 630-6981
Bondurant, IA
200 2nd Street, Box 37, Bondurant, IA 50035
Jene Jess, Finance & Employee Services Director
[email protected]
1/1/2022 - Present, ACV: $16,995.00
Campbell, CA
70 N First Street, Campbell, CA 95008
Will Fuentes, Finance Director
(408) 866-2113
[email protected]
ClearGov Operational Budgeting, Personnel Budgeting, Capital Budgeting, Digital Budget Book, Transparency and ClearPlans
12/14/2020 - Present, ACV: $42,895.60
Galt, CA
380 Civic Drive, Galt, CA 95632
Carlos Solorio, Budget/Revenue Manager
(209) 366-7156
[email protected]
ClearGov Operational Budgeting, Personnel Budgeting, Capital Budgeting, Digital Budget Book, Transparency and ClearForms
1/18/2022 - Present, ACV: $35,300.00

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM C

SUBCONTRACTORS LIST-STANDARD FORM
(Proposer’s Company Name)
Provide the information requested below. Duplicate this form as necessary to complete list. ☐ Check this box, if no subcontractors are to be used for any of the proposed work.

ClearGov, Inc.

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM D

STATEMENT OF COMPLIANCE OR EXCEPTIONS FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation.
(Proposerís Company Name) Select
one:

No Exceptions
By checking the above box, Proposer declares their Proposal was prepared in strict compliance with the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement.

With Exceptions
By checking the above box, Proposer declares their Proposal was prepared in consideration of but with exceptions to one or more of the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement, in which case Proposer must provide a detailed list for all such exceptions in the following format.

Section
Page # Term, Condition, Specification Exception & Benefit to City City A
or D
Proposer acknowledges that City may accept or reject any or all of Proposerís listed exceptions or reject the Proposerís entire Proposal that contain any exceptions.

Signature:

Name/Title Date:

ClearGov, Inc.

Bryan A. Burdick, President
ClearGov has found only minor exceptions and detailed them per the City's format on the following pages.

February 27, 2024

EXCEPTIONS AND AGREEMENT SUPPLEMENTS
Exceptions Form Supplement
As a supplement to the City’s Statement of Compliance or Exceptions Form, ClearGov has reviewed the City’s RFP and found only minor exceptions, which we have highlighted below.

ClearGov Exception 1
Section Page #: Agreement & Scope of Services, 7.2 Termination for Convenience (p. 25)
ClearGov Request:
● As an annual subscription service, ClearGov cannot agree to such a clause that can be exercised at any time.
● However, ClearGov’s standard terms do enable Clients to terminate within the initial Client Satisfaction period for a full refund, as well as the option to terminate on an annual basis, simply by providing notice. ClearGov’s standard terms are detailed in the BCM Service Agreement provided on the following pages of this proposal.

ClearGov Exception 2
Section Page #: Agreement & Scope of Services, 16.10 Assignment of Agreement (p. 37)
ClearGov Request:
● We completely understand that the City’s intent with this clause is to prevent ClearGov from signing an agreement and then hand-off the work to some third party. In fact, we are in full agreement with that intent, and to some extent it’s a non-issue because no-one but ClearGov can provide our SaaS software in the first place.
● The only issue is that ClearGov does need the ability to assign this agreement – without permission in the event that ClearGov is ever acquired. ● Our preferred language is listed below, but as long as there is something along these lines in the agreement, it should work:
○ ClearGov may not assign this Agreement in whole or in part to any third party without the prior written consent of the City of Brea; provided, however, ClearGov may assign this Agreement without such consent to any subsidiary or parent company of ClearGov or to any successor by way of any merger, consolidation or other corporate reorganization of ClearGov or sale of all or substantially all of the assets of ClearGov or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of ClearGov under this Agreement.

Conclusion
Thank you for reviewing these exceptions in advance. We are happy to have a conversation with the appropriate person at the City if any of the requests above are problematic or of concern to you.

ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 55 of 65 ClearGov BCM Service Agreement
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 1 of 4 This ClearGov BCM Service Agreement (the “Agreement”) is made and entered into by and between ClearGov, Inc. (“ClearGov”), a Delaware corporation with its principal offices at 2 Mill & Main; Suite 630, Maynard, MA 01754 and Customer (as defined in the applicable ClearGov Service Order) (each a “Party” and collectively the “Parties”). This Agreement governs the terms and conditions under which Customer may utilize the ClearGov Service as set forth herein and as specified in one or more applicable ClearGov Service Order(s) executed by Customer in connection herewith and incorporated herein (the “ClearGov Service Order(s)”). In event of any conflict between the terms set forth in this Agreement and any terms or conditions of any applicable ClearGov Service Order, the terms of the applicable ClearGov Service Order shall prevail.

WHEREAS ClearGov owns and operates the ClearGov Service, a Webbased SaaS solution that includes a variety of ClearGov App(s) and provides various features and functionality via such ClearGov App(s); and
WHEREAS Customer wishes to utilize the ClearGov Service in order to convey fiscal budget, key metrics and other information to the public as well as to leverage the functionality of such ClearGov App(s); NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ClearGov and Customer hereby agree as follows:
1) Definitions. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the following meanings:

1.1) "Account" means an access point for the ClearGov Service that requires registration by the Customer.

1.2) “ClearGov API” means an application programming
interface that provides access to specified content and functionality within certain ClearGov Apps.

1.3) “ClearGov Apps” means collectively all of the Web
applications hosted by ClearGov and available via the
ClearGov Service, including but not limited to the applications listed in any applicable ClearGov Service Order. All features, functionality, reports, etc. for each ClearGov App are included as material elements of the applicable ClearGov App.

ClearGov may modify, combine, add or delete ClearGov Apps from the ClearGov Service from time to time at its sole discretion, provided that in the event that ClearGov
terminates or deletes any ClearGov App to which Customer is actively subscribing, ClearGov shall provide a pro-rata refund for the applicable portion of the Subscription Service Fee for the remainder of the then current Service Period.

1.4) “ClearGov Data” means any aggregated and normalized key metrics and benchmarking data collected by ClearGov for the delivery of the ClearGov Service.

1.5) “ClearGov Service” means the complete set of ClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Data, ClearGov Web Site, the
Documentation and the Software.

1.6) “ClearGov Web Site” means the Web site owned and
operated by ClearGov and made available at the following URL: http://www.ClearGov.com and/or any successor site(s).

1.7) “Customer PDF” means one or more PDF files of Customer’s digital documents created by Customer using the ClearGov Apps.

1.8) “Customer Data” means any data provided to ClearGov by or on behalf of Customer or any data entered or uploaded into the ClearGov Service by or on behalf of Customer,
including Sensitive Data entered or provided by Customer.

Customer Data specifically excludes ClearGov Data as well as any anonymized, customized, modified or derivative works related to the Customer Data.

1.9) “Customer State” means the state, commonwealth or
territory in which the Customer is located.

1.10) “Customer Web Site” means any Web site owned and
operated by Customer.

1.11) "Documentation" means any accompanying proprietary documentation made available to Customer by ClearGov for use with the ClearGov Service, including any documentation available online or otherwise.

1.12) “Sensitive Data: means any Customer Data that may reasonably be deemed sensitive and/or private in nature, including but not limited to personal wage garnishments, individual healthcare-related expenses, data protected by HIPAA, etc.

1.13) "Software" means the source code and/or other code which are material elements of the ClearGov Apps and ClearGov Service.
2) Service Usage & Licenses.

2.1) Account Password and Security. Customer shall protect its passwords and take full responsibility for Customer's own, as well as any third-party, use of the Customer Account(s).

Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any
activities performed by ClearGov as set forth herein. Customer agrees to notify ClearGov immediately upon learning of any unauthorized use of a Customer Account or any other breach of security. From time to time, ClearGov's support staff may log in to the Customer Account in order to maintain or
improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.

2.2) ClearGov License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable ClearGov Service Order(s), ClearGov grants Customer a
limited, revocable, non-exclusive, non-transferable, nondistributable, worldwide license to utilize the ClearGov Service for the following functionality:
a) Content Delivery. Customer may integrate, link and
publish applicable public-facing content from the
applicable ClearGov Apps within one or more Customer
Web Site(s);
b) Application Access. Customer may access the ClearGov Apps via Customer’s Account to utilize the functionality provided within such ClearGov Apps; and
c) API Access. Customer may access the ClearGov API to
distribute and display public-facing content from the
ClearGov Apps within one or more Customer Web Site(s).
3) Term and Termination.

3.1) Term. The duration of this Agreement shall be defined in accordance with the Term set forth in all applicable Service Order(s). The Term shall commence upon the Start Date set forth in the first ClearGov Service Order executed between the Parties and shall continue in full force and effect until the termination or expiration of all applicable ClearGov Service Order(s) (the “Term”).

3.2) Termination. This Agreement and/or any applicable ClearGov Service Order may be terminated prior to the expiration of the term as follows:
a) Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement
within fifteen (15) days after receipt of written notice ClearGov, Inc. Service Agreement ver. 02.02.23 Page 2 of 4 thereof.
b) Either Party may terminate this Agreement if the other Party is involved in insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of creditors.

3.3) Obligations. Upon expiration or termination of this Agreement:
a) Each Party shall promptly return to the other all of the Confidential Information of the other Party in its
possession or control;
b) Customer shall cease use of the ClearGov Service and shall remove all links from the Customer Web Site(s) to any content provided by the ClearGov Apps, provided that Customer may continue to provide access to any
Customer PDF(s). Customer shall be solely responsible for hosting and delivering such Customer PDF(s) as well as
any ongoing costs for doing so; and
c) Any outstanding fees shall become immediately due and payable, and termination of this Agreement shall not
relieve Customer from its obligation to pay to ClearGov any such fees.

3.4) Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall survive any termination or expiration of this Agreement. 4) Fees and Billing.

4.1) Fees. Customer shall pay the Fees in accordance with the terms set forth in the applicable ClearGov Service Order.

4.2) Interest and Collections. Customer will be charged $50 for payments by checks that are returned due to insufficient funds. Any late payments will accrue interest equal to one and one-half percent (1.5%) per month, or the maximum
amount allowable under law, whichever is less, compounded monthly. ClearGov shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, inhouse counsel costs, expenses and costs) incurred in attempting to collect payment from Customer.

4.3) Taxes. Customer is solely responsible for all applicable sales, use and other taxes and similar charges based on or arising from this Agreement or any ClearGov Service Order. In the event that Customer is exempt from sales tax, Customer will provide ClearGov with a tax-exempt certificate upon request. 5) Intellectual Property.

5.1) General. Both Parties may only use the other Party’s intellectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownership rights in any preexisting or future works, trademarks, copyrights or technologies
developed or created by either Party, including without limitation, their respective proprietary software used in connection with the development and provision of their
respective Web sites, databases, systems, products and/or services. Unless specifically agreed by the Parties in writing, all intellectual property, including without limitation information that could become the subject of a patent,
copyright or trade secret, developed by a Party in the context of performing its obligations under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute
documents confirming such ownership.

5.2) Data Ownership and License.
a) Customer represents and warrants that it has obtained all data subjects’ consent or otherwise has the full legal right necessary to provide the Customer Data to ClearGov for
ClearGov’s use as contemplated by this Agreement.

Customer acknowledges that ClearGov shall have no legal liability for its use and/or the display of the Customer Data as contemplated by this Agreement.
b) Customer represents and warrants that Customer shall not provide or enter Sensitive Data to be displayed in any publicly available element of the ClearGov Service. To the extent that Customer enters or uploads any Sensitive Data into the ClearGov Service, Customer shall assume full
responsibility for the disclosure of such Sensitive Data.

ClearGov is under no obligation to review and/or verify whether or not Customer Data includes Sensitive Data.
c) Customer Data shall remain the property of Customer, and Customer hereby grants ClearGov a limited,
perpetual, irrevocable and royalty-free right to use, copy, modify, and display the Customer Data within any
ClearGov App(s) and for the purpose of providing the
ClearGov Service.

5.3) Proprietary Rights Notice. The ClearGov Service and all intellectual property rights in the ClearGov Service are, and shall remain, the property of ClearGov. All rights in and to the ClearGov Service not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by ClearGov without restriction, including, without limitation, ClearGov's right to sole ownership of the ClearGov API, ClearGov Apps, ClearGov Data, ClearGov Web Site,
Documentation and Software. Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the ClearGov Service outside of the scope of the license granted herein or make the ClearGov Service available to any third party or use the ClearGov Service on a service bureau time sharing basis; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ClearGov Service or otherwise attempt to discover or reconstruct any source code,
underlying ideas, algorithms, file formats, program interfaces or other trade secrets related to the ClearGov Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov Service for any purpose without the express written consent of ClearGov; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyrights or other proprietary rights associated with
ClearGov other than in the name of ClearGov; or (e) modify, remove, obscure, or alter any notice of copyright, trademark, or other proprietary right or legend appearing in or on any item included with the ClearGov Service. If the use of the ClearGov Service is being purchased by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the ClearGov Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the ClearGov Service, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
6) Representations, Warranties, Indemnification and Liability.

6.1) By ClearGov. ClearGov represents and warrants that: (i) the ClearGov Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulations; and (ii) by using the ClearGov Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to ClearGov’s knowledge, the ClearGov Service does not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; and (iv) ClearGov, Inc. Service Agreement ver. 02.02.23 Page 3 of 4 ClearGov holds all necessary rights to permit the use of the ClearGov Service and all components thereof provided to Customer under this Agreement.

6.2) By Customer. Customer represents and warrants that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the ClearGov Service; and (ii) it shall not use the ClearGov Service in a manner or in connection with any activity that would violate this Agreement or any law, rule or regulation or rights of any third party.

6.3) By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts.

6.4) Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer
against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the
settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the written consent of Customer, such consent not to be
unreasonably withheld.

6.5) Limited Warranty. ClearGov warrants that the ClearGov Service will be delivered in a professional and workmanlike manner substantially in accordance with the statement of work set forth in the applicable ClearGov Service Order and that the ClearGov Service will operate in all material respects as described in its product descriptions and/or documentation.

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS

AGREEMENT, INCLUDING ANY APPLICABLE CLEARGOV

SERVICE ORDER, CLEARGOV MAKES NO ADDITIONAL

WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING WITHOUT LIMITATION ANY

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE OR NON-INFRINGEMENT,

GUARANTEES, REPRESENTATIONS, PROMISES,

STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER
INDUCEMENTS.

6.6) Limitation of Liability. NEITHER CLEARGOV NOR CUSTOMER

WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,

SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING,

WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL

DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF

CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY,

OR OTHER TORT, BREACH OF ANY STATUTORY DUTY,

INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF

THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS

PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF

THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING
SENTENCE. BOTH PARTIES’ TOTAL CUMULATIVE LIABILITY

TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES

RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS

ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL

NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER
TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS.

THE FOREGOING SHALL NOT LIMIT A PARTY'S (A) PAYMENT
OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY FOR
INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.4; (C)

LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS UNDER SECTION 7; (D) LIABILITY FOR ANY

BREACH OF ITS REPRESENTATIONS, WARRANTIES, OR
OBLIGATIONS UNDER SECTION 5.2; OR (E) LIABILITY FOR

ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY
PROPRIETARY RIGHTS OF THE OTHER PARTY. NOTHING IN

THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR
LIMITING A PARTY’S LIABILITY FOR FRAUD OR ITS

LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM
ITS NEGLIGENCE.

6.7) Essential Element. The provisions of this Section 6 are an essential element of the benefit of the consideration reflected in this Agreement.
7) Confidentiality.

7.1) Subject to any applicable open public records laws in the Customer State, each Party will keep the specific terms of this Agreement confidential, including the contents of the
schedules and exhibits, and not disclose any portion of them to any third party (other than to its attorneys, accountants, advisors and potential investors who are bound to keep such information confidential) without the other Party’s prior written consent, except as required by law, including but not limited to open public record laws.

7.2) In addition, in connection with the negotiation and performance of this Agreement, a Party (the “Receiving
Party”) may receive information from the other Party (the “Disclosing Party”) which is confidential or proprietary in nature, including without limitation information about a Party’s products, systems and services (“Confidential
Information”). The Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will keep the Confidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to protect its own Confidential Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. The Receiving Party also agrees that it will not use any
Confidential Information for any purpose other than in
connection with the performance of its obligations under this Agreement.

7.3) The term “Confidential Information” shall not include information which A) is or becomes generally available to the public without breach of this Agreement, B) is in the
possession of the Receiving Party prior to its disclosure by the Disclosing Party, C) becomes available from a third party not in breach of any obligations of confidentiality, D) is
independently developed by the Receiving Party, or E) is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order, including but not limited to open public record laws.

7.4) The Parties recognize that the disclosure or use of a Disclosing Party’s Confidential Information by the Receiving Party in violation of the provisions of this Section 7 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent ClearGov, Inc. Service Agreement ver. 02.02.23 Page 4 of 4 injunctive relief without the necessity of posting a bond. 8) Miscellaneous.

8.1) General. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to implement the
intent of the Parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between ClearGov and Customer is one of independent
contractors, not partnership, joint venture or agency. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties hereto. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act shall not apply to this
Agreement. The Software is controlled by U.S. Export
Regulations, and it may not be exported to or used by
embargoed countries or individuals.

8.2) Entire Agreement. This Agreement and the accompanying ClearGov Service Order(s), together, constitute a valid and binding agreement between the Parties and are intended to be the Parties’ complete, integrated expression of the terms of their agreement with respect to the ClearGov Service, and any prior agreements or understandings with respect to such subject matter are superseded hereby and fully merged
herein.

8.3) Assignment. Neither Party will assign this Agreement in whole or in part to any third party without the prior written consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidation or other corporate
reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.

8.4) Marketing Materials. Customer agrees that ClearGov may utilize Customer’s name solely to identify it as a ClearGov Customer on the ClearGov Web site, in client lists and other marketing materials. Any other uses of Customer’s name
and/or logo (other than as included in the content and/or other items furnished to ClearGov by Customer) shall require Customer’s prior written consent.

8.5) Insurance. ClearGov shall maintain commercial general liability insurance, cybersecurity insurance, product liability insurance and auto liability insurance in amounts that are consistent with industry standards. ClearGov shall maintain Worker’s Compensation insurance as required by law.

8.6) No Boycott of Israel. ClearGov hereby certifies that ClearGov is not currently engaged in and shall not, for the duration of the Term of this Agreement, engage in a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel.

8.7) Jurisdiction. This Agreement shall be governed by the applicable laws in the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by arbitration in the Customer State before a panel of three arbitrators. Such arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and
Procedures. Judgment on an award, if any, may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties
acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1- 16).

8.8) Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence.

8.9) Notices. All notices, requests, or other communications between the Parties that are required or permitted hereunder will be in writing and will be given by: (a) delivery in person or by prepaid courier service with a nationally recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, or (d) email to the address and/or fax number set forth in the applicable ClearGov Service Order. A Party may change the street or email address or fax number to which notice is to be sent by giving written notice of such change. Notices will be deemed given when received as evidenced by
verification from the courier company, the mail or
confirmation of email receipt or fax confirmation.

8.10) Titles & Subtitles. The titles and subtitles in this Agreement are used for convenience only and are not to be considered in construing it.

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM E

STATUS OF PAST AND PRESENT CONTRACTS FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation. As used in this form, ìProposerî means Proposer or any 10% or greater owner of the proposing company; ìContract Terminationî means termination for cause by any other party to a contract with the Proposer; ìSettlementî means settlement of any claim or lawsuit brought against Proposer in connection with Proposerís services; and, ìLegal Actionî means any lawsuit alleging fraud, breach or any other misconduct by, or filed against, Proposer.

By checking the above box, Proposer declares that the Proposer has not had any Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder and currently does not have any pending Contract Terminations, Settlements, or Legal Actions.

One or More Contract Terminations, Settlements, or Legal Actions By checking the above box, Proposer declares that the Proposer has had either one or more Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder in which case, Proposer must provide a list for all such contracts and include:

Contract Title, Contract Value, Termination Date, Company Name, Contact Name, Phone Number, and Reasons for and descriptions of the Terminations, Settlements, or Legal Actions.

The Proposer acknowledges that City may: reject any declarations that are not accompanied with the required documentation as described above; or reject any Proposals wherein Proposer has had any Terminations, Settlements, or Legal Actions that City in its sole discretion deems unacceptable.

Signature:

Name/Title Date:

(Proposerís Company Name)
No Contract Terminations, Settlements, or Legal Actions

Bryan A. Burdick, President
ClearGov, Inc.

February 27, 2024

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM F

INSURANCE COMMITMENT FORM
Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation.
(Proposerís Company Name)
Proposer acknowledges that:

City reserves the right to modify the insurance requirements as set for in the Insurance Requirements section of the Agreement including limits, based on nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Cityís acceptance and/or approval of the proposerís insurance documents does not and shall not be construed to relieve proposer of any obligations, responsibilities or liabilities under any resultant Contract.

Proposerís failure to comply with the required insurance as set forth in the Insurance Requirements of the Agreement is a breach of contract, which may result in one or more of the following: suspension of work, suspension or termination of contract, remuneration of procurement costs for obtaining a replacement contractor, and suspension from submitting future proposal based on proposerís default.

Proposer, at Proposerís sole cost and expense, hereby promises and agrees to:

Acquire required insurance set forth in the Insurance Requirements of the Agreement.

Provide policies of insurance from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California prior to commencing any work and allowing any subcontractor to commence work on any subcontract until it has secured all required insurance unless otherwise permitted or waived in writing by Cityís Risk Manager.

Maintain in force at all times during the term of any Contract, insurance policies as set forth in the Insurance Requirements of the Agreement; replace any policies whose carrierís rating falls below A VII with policies that meet or better the required A VII rating no later than the renewal date of the policy; amend, supplement, or endorse existing insurance policies that do not meet the insurance requirements set forth in the Insurance Requirements.

Proposer certifies, represents, and commits to all the Insurance Requirements of the Agreement.

Signature:

Name/Title Date:

ClearGov, Inc.

Bryan A. Burdick, President February 27, 2024

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM G

PROPOSER QUALIFICATIONS RESPONSE FORM
(Proposer’s Company Name)
Proposers must have demonstrated trustworthiness, as well as the necessary quality, fitness, capacity, and experience to satisfactorily provide the requirements specified in this Solicitation based on prior experience with city, references, and other available information.

Provide the information requested below. Do not omit or renumber any sections. All items listed must be submitted and checked off to ensure qualification responsiveness.

1. Background.

Please provide the following information about your company:
☐ Your company’s full legal name, address, phone, fax, email, website. ☐ Prior company names (if any) and years in business; mergers, buyouts, etc. ☐ Organizational structure (i.e. corp., LLC, sole proprietorship, etc.). ☐ Names and titles of the principal owner(s).
☐ Person(s) authorized to make commitments for your company. ☐ Special recognition or awards.

2. Experience.

Provide the following information relative to required services:
☐ Summary of Experience with similar kinds of work.
☐ Familiarity with state and federal procedures.
☐ Experience working with public agencies.
☐ Narrative of the working relationship with current business references for information not already included in the References Form.

3. Qualifications.

Provide the following information relative to required services:
☐ Financial responsibility.
☐ Demonstrated Technical Ability.
☐ Capability of developing innovative or advanced techniques. ☐ Special qualifications, training, credentials.
☐ Staff names, titles, role, qualifications, and experience assigned to this Project. ☐ Designated project manager assigned to this Project.

ClearGov, Inc.

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

4. Understanding.

Provide the following information relative to required services:
☐ Understanding of the work to be done based on this Solicitation. ☐ Include issues that you believe will require special consideration for this Project. ☐ Identify unique approaches or strengths your company has relative to required services.

5. Approach.

Provide the following information relative to required services:
☐ Understanding of the work to be done.
☐ Adequacy of labor and resources to satisfactorily perform the requested services and meet the Cityís needs.
☐ Names and titles of key management personnel.
☐ Team to be assigned for these services.

Submitted by:

Signature:

Name/Title Date:

Bryan A. Burdick, President February 27, 2024

REQUEST FOR PROPOSALS
for Personnel Budgeting Software
2024.02.01.01

STANDARD FORM H

FIRM PROPOSAL FORM
(Proposerís Company Name)
FIRM PROPOSAL made by Proposer to the City of Brea:

I, the undersigned, hereby represent and warrant that I am authorized to submit this Proposal on behalf of and to bind the principals who I represent, to all the requirements of the City of Breaís Terms and Conditions, Specifications, Scope or Work, any attachments, exhibits, amendments; and I offer and agree to those requirements at the prices set forth in the Proposal Form.

Further, I understand that no contract exists unless City accepts this Proposal by executing the attached Agreement.

Business Name: ___________________________________________ Business Address: ___________________________________________ Federal ID#: ___________________________________________ If any Work is a Public Works Contractor Lic#: _________ DIR#: _________ Business Type: ______ 1. Individual/Sole Proprietor or Single-Member LLC; 2. C Corporation; (Proposer enter a number) 3. Corporation; 4. Partnership; 5. Trust/Estate; 6. Limited Liability Co.

By: _______________________________ By: _______________________________ Name: Name:

Title: Title:

Email: Email:

Date Signed: ________________________ Date Signed: ________________________ CORPs: Chairperson, President, Vice President CORPs: Secretary, Assist. Secretary, Chief Finance LLCs: Manager Officer, Assist. Treasurer
LLCs: Manager
[Pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.] [Pursuant to California Corporations Code Section 17703.01(d), for limited liability companies, both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.]

ClearGov, Inc.

ClearGov, Inc.
2 Mill and Main Place, Suite 630, Maynard, MA 01754
47-5205793
2 February 27, 2024
Bryan A. Burdick
President
[email protected]
“I’ve enjoyed working with ClearGov. I really am
impressed with how the products have been built.

It’s amazing that they know very well what we
need. Not many do.”
Will Fuentes, CPFO, MBA
Finance Director
Campbell, CA
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 65 of 65 Service Order
2 Mill & Main; Suite 630; Maynard, MA 01754
Created by Joe Eiskant Order Date May 7, 2024
Contact Phone 607-760-0524
Contact Email
Order valid if signed by May 24, 2024 [email protected] Customer Information
Customer City of Brea Contact William Gllardo Billing Contact Anthony Godoy Address 1 Civic Center Circle Title City Manager Title Senior Management Analyst City, St, Zip Brea, CA 92821 Email [email protected] Email [email protected] Phone 714-990-7600 PO # (If any)
The Services you will receive and the Fees for those Services are...

Set up Services Tier/Rate Service Fees
ClearGov Setup: Includes activation, onboarding and training for ClearGov solutions Tier 4 ($ 4,500.00) Total ClearGov Setup Service Fee - Billed ONE-TIME ($ 4,500.00) Subscription Services Tier Service Fees
ClearGov BCM Personnel Budgeting - Civic Edition Tier 4 ($ 23,100.00) Total ClearGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE ($ 23,100.00) ClearGov will provide your Services according to this schedule...

Period Start Date End Date Description
Setup May 13, 2024 May 13, 2024 ClearGov Setup Services Initial May 13, 2024 May 12, 2029 ClearGov Subscription Services To be clear, you will be billed as follows...

Billing Date(s) Amount(s) Notes
May 13, 2024 $4,500.00 One Time Setup Fee
May 13, 2024 $23,100.00 Annual Subscription Fee
May 13, 2025 $23,793.00 Annual Subscription Fee
May 13, 2026 $24,506.79 Annual Subscription Fee
May 13, 2027 $25,241.99 Annual Subscription Fee
May 13, 2028 $25,999.25 Annual Subscription Fee
Additional subscription years and/or renewals will be billed annually in accordance with pricing and terms set forth herein.

Billing Terms and Conditions
Valid Until May 24, 2024 Pricing set forth herein is valid only if ClearGov Service Order is executed on or before this date.

Payment Net 30 All invoices are due Net 30 days from the date of invoice.

Initial Period
Rate Increase 3% per annum During the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.

Rate Increase 6% per annum After the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.

General Terms & Conditions
Customer Satisfaction
Guarantee
During the first sixty (60) days of the Service, Customer shall have the option to terminate the Service, by providing written notice. In the event that Customer exercises this customer satisfaction guarantee option, such termination shall become effective immediately and Customer shall be eligible for a full refund of the applicable Service Fees.

Statement of Work
ClearGov and Customer mutually agree to the ClearGov Service activation and onboarding process set forth in the attached Statement of Work. Please note that ClearGov will not activate and/or implement services for any Customer with outstanding balance past due over 90 days for any previous subscription services.

Taxes
The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes. In accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction, ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to ClearGov demonstrating Customer's exemption from such taxes.

Term & Termination
Subject to the termination rights and obligations set forth in the ClearGov BCM Service Agreement, this ClearGov Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for the Service(s) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the completion of the applicable Service Period. To be clear, Customer shall have the option to Terminate this Service Order on an annual basis by providing notice at least sixty (60) days prior to the end of the then current Annual Term.

Auto-Renewal
After the Initial Period, the Service Period for any ClearGov Annual Subscription Services shall automatically renew for successive annual periods (each an "Annual Term”), unless either Party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then current Annual Term.

Appropriations ClearGov acknowledges that this Service Order is subject to ongoing appropriations by Customer's applicable appropriating body and/or board of directors.

Agreement
The signature below affirms your commitment to pay for the Service(s) ordered in accordance with the terms set forth in this ClearGov Service Order and also acknowledges that you have read and agree to the terms and conditions set forth in the attached BCM Service Agreement. This Service Order incorporates by reference the terms of such BCM Service Agreement. In event of any conflict between the terms set forth in this ClearGov Service Order and any terms or conditions set forth in the ClearGov BCM Service Agreement, the terms of this ClearGov Service Order shall prevail.

Customer ClearGov, Inc.

Signature Signature
Name William Gllardo Name Bryan A. Burdick
Title City Manager Title President
Please e-mail signed Service Order to [email protected] or Fax to (774) 759-3045 Customer Upgrades (ClearGov internal use only)
This Service Order is a Customer Upgrade No If Yes: Original Service Order Date Statement of Work
This Statement of Work outlines the roles and responsibilities by both ClearGov and Customer required for the activation and onboarding of the ClearGov Service. ClearGov will begin this onboarding process upon execution of this Service Order. All onboarding services and communications will be provided through remote methods - email, phone, and web conferencing.

ClearGov Responsibilities
- ClearGov will activate ClearGov Service subscription(s) as of the applicable Start Date(s). ClearGov will create the initial Admin User account, and the Customer Admin User will be responsible for creating additional User accounts. - ClearGov will assign an Implementation Manager (IM) responsible for managing the activation and onboarding process. ClearGov IM will coordinate with other ClearGov resources, as necessary.
- ClearGov IM will provide a Kickoff Call scheduling link to the Customer’s Primary Contact. Customer should schedule Kickoff Call within two weeks after the Service Order has been executed.
- If Customer is subscribing to any products that require data onboarding:
- ClearGov IM will provide a Data Discovery Call scheduling link to the Customer’s Primary Contact. Customer should schedule Data Discovery Call based on the availability of Customer’s staff.
- ClearGov will provide Customer with financial data requirements and instructions, based on the ClearGov Service subscription(s). - ClearGov will review financial data files and confirm that data is complete, or request additional information, if necessary. Once complete financial data files have been received, ClearGov will format the data, upload it to the ClearGov platform and complete an initial mapping of the data. - After initial mapping, ClearGov will schedule a Data Review call with a ClearGov Data Onboarding Consultant (DOC), who will present how the data was mapped, ask for feedback, and address open questions. Depending upon Customer feedback and the complexity of data mapping requests, there may be additional follow-up calls or emails required to complete the data onboarding process. - ClearGov will inform Customer of all training, learning, and support options. ClearGov recommends all Users attend ClearGov Academy training sessions and/or read Support Center articles before using the ClearGov Service to ensure a quick ramp and success. As needed, ClearGov will design and deliver customized remote training and configuration workshops for Admins and one for End Users - via video conference - and these sessions will be recorded for future reference.
- ClearGov will make commercially reasonable efforts to complete the onboarding/activation process in a timely fashion, provided Customer submits financial data files and responds to review and approval requests by ClearGov in a similarly timely fashion. Any delay by Customer in meeting these deliverable requirements may result in a delayed data onboarding process. Any such delay shall not affect or change the Service Period(s) as set forth in the applicable Service Order.

Customer Responsibilities
- Customer's Primary Contact will coordinate the necessary personnel to attend the Kickoff and Data Discovery Calls within two weeks after the Service Order has been executed. If Customer needs to change the date/time of either of these calls, the Primary Contact will notify the ClearGov IM at least one business day in advance.
- If Customer is subscribing to any products that require data onboarding:
- Customer will provide a complete set of requested financial data files (revenue, expense, chart of accounts, etc.) to ClearGov in accordance with the requirements provided by ClearGov.
- Customer's Primary Contact will coordinate the necessary personnel to attend the Data Discovery and Data Review calls. It is recommended that all stakeholders with input on how data should be mapped should attend. Based on these calls and any subsequent internal review, Customer shall provide a detailed list of data mapping requirements and requested changes to data mapping drafts in a timely manner, and Customer will approve the final data mapping, once completed to Customer’s satisfaction.
- Customer will complete recommended on-demand training modules in advance of customized training & configuration workshops. - Customer shall be solely responsible for importing and/or inputting applicable text narrative, custom graphics, performance metrics, capital requests, personnel data, and other such information for capital budget, personnel budget, budget books, projects, dashboards, etc.

Agreement No. 2024.02.06.01
Software as a Service Agreement
1 This agreement (“Agreement”) is entered into and is effective as of May 21, 2024 (“Effective Date”), by and between the City of Brea, located at 1 Civic Center Circle, Brea, California, 92821 (“City”) and ClearGov Inc. a Corporation located at 2 Mill and Main Place, Suite 630, Maynard, MA 01754 (“Service Provider”)

RECITALS
WHEREAS, City requires third-party hosted "software as a service" services, as further described herein, with respect to certain of its information technology needs; WHEREAS, City requested a proposal from Service Provider for such services; WHEREAS, Service Provider has experience and expertise in the business of providing the required services;
WHEREAS, Service Provider submitted a proposal to City to perform such services on behalf of City;
WHEREAS, based on Service Provider's superior knowledge and experience relating to the required services, City has selected Service Provider to provide and manage the services; WHEREAS, Service Provider wishes to perform the required services and acknowledges that the successful performance of the services and the security and availability of City's data are critical to the operation of City's business; and,
WHEREAS, Service Provider has agreed to provide the required services to City, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

AGREEMENT

1. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to City certain hosted software and provide all other services necessary for productive use of such software including customization, integration, user identification, password change management, data import, data export, technical support, maintenance, training, backup and recovery, change management (collectively, the "Services") as further set forth in Exhibit "A" attached hereto.

1.1 Authorized Users. Unless otherwise limited herein, Service Provider grants City a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for any City employee, contractor, or agent, or any other individual or entity authorized by City, (each, an "Authorized User") to access and use the Services.

Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

Agreement No. 2024.02.06.01
Software as a Service Agreement
2 1.2 Acknowledgement of License Grant. For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant of license to use intellectual property in software form, to City by Service Provider.

1.3 Changes in Number of Authorized Users. City is entitled to increase or decrease the initial number of Authorized Users ("Minimum Commitment"), on an as-requested basis; provided, however, that City shall maintain the Minimum Commitment unless the parties otherwise agree to adjust the Minimum Commitment. Should City elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users specified in Exhibit A and adjust the prospective Services Fees accordingly no later than five (5) business days from City's written request.

1.4 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the requests of City. Cloud based storage shall not be utilized without the City's prior, written consent. Any and all permitted cloud storage shall be in compliance with ISO/IEC 27001 - 27018, as applicable, or successor standards thereto. Except as otherwise expressly set forth in Exhibit A, the Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to City annually and within thirty (30) days of the effective date of this Agreement.

1.4.1 Subcontractors. Service Provider shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without City's prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement. Service Provider's use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

1.4.2 Offensive or Disparaging Content. Where the Services or any web services affiliated with the Services contain offensive content or portray City in a disparaging way, either as solely determined by City, Service Provider shall immediately remove the offensive or disparaging content and City shall have the right, at City's sole election, to: (a) immediately terminate this Agreement or any portion thereof corresponding to the offending or disparaging content, and be entitled to a return of any prepaid fees, as liquidated damages and not as a penalty; or, (b) obtain or retain, as the case may be, all fees paid or payable for the entire period of the then-current term, as liquidated damages and not as a penalty, associated with that portion of this Agreement corresponding to the offending or disparaging content.

1.4.3 Storage Provider Name, Cloud Location, State Location and Data Separation.

The Storage Provider Name is Amazon Web Services (AWS); and the Storage Cloud Location is the United States; and Storage Server Locations in the Agreement No. 2024.02.06.01
Software as a Service Agreement
3 States of North Virginia, Ohio, Northern California, and Oregon. City Data must be stored separate from all other Client data or City Data may be comingled with other Client data.

1.5 Storage. The Services shall include the applicable allocation of base data storage as described in Exhibit A, if any. Service Provider shall immediately notify City when City has reached eighty percent (80%) of City's then-current data storage maximum.

Within five (5) calendar days of City's request, Service Provider shall make additional data storage available to City at the rates described in Attachment 1 to Exhibit A.

1.6 Development and Test Environments. In addition to production use of the Services, City is entitled to one development and one test environment for use by Authorized Users at no additional charge. Such non-production environments shall have the same data storage and processing capacities as the production environment. Service Provider shall cooperate with City's requests in managing the non-production environments such as refreshing City Data upon request.

1.7 Documentation. The documentation for the Services ("Documentation") will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. City shall have the right to make any number of additional copies of the Documentation at no additional charge.

1.8 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate functionality in the Services. Where Service Provider has reduced or eliminated functionality in the Services, City, at City's sole election and in City's sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Service Provider will immediately adjust the Services Fees accordingly on a prospective basis. Where Service Provider has introduced like functionality in other services, City shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Service Provider increases functionality in the Services, such functionality shall be provided to City without any increase in the Services Fees.

1.9 No Effect of Click-Through Terms and Conditions. Where an Authorized User is required to "click through" or otherwise accept or made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.

1.10 Modification of the Services. The City's Director of Information Technology shall be authorized to waive, in writing, any of the Service Provider's obligations with respect Agreement No. 2024.02.06.01
Software as a Service Agreement
4 to the Services, where deemed to be in the City's best interests, provided that no such modification shall result in any increase in the amount of the Services Fees.

1.11 Compliance with All Laws. In providing the Services, the Service Provider shall comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, the Americans with Disabilities Act, the Stored Communications Act, Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq.

2. Service Levels.

2.1 Service Levels, Time is of the Essence. For the term of this Agreement, Service Provider shall provide the Services, force majeure events excepted, during the applicable Service Periods and in accordance with the applicable Service Level Standards, each as described in Exhibit A hereto. Time is of the essence in the performance of the Services.

2.2 Failure to Meet Service Level Standards. In the event Service Provider does not meet a Service Level Standard, Service Provider shall: (a) owe to City any applicable Performance Credit, as liquidated damages and not as a penalty; and, (b) use its best efforts to ensure that any unmet Service Level Standard is subsequently met.

Notwithstanding the foregoing, Service Provider will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service. In no case shall City be required to notify Service Provider that a Performance Credit is due as a condition of payment of the same.

2.2.1 Termination for Material and Repeated Failures. City shall have , in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement, and be entitled to a return of any prepaid fees where Service Provider fails to meet any Service Level Standard:
(a) to such an extent that the City's ability, as solely determined by City, to use the Services is materially disrupted, force majeure events excepted; or, (b) for four (4) months out of any twelve (12) month period.

2.3 Audit of Service Levels. No more than quarterly, City or City's agent shall have the right to audit Service Provider's books, records, and measurement and auditing tools to verify Service Level Standard achievement and to determine correct payment of any Performance Credit. Where it is determined that any Performance Credit was due to City but not paid, Service Provider shall immediately owe to City the applicable Performance Credit.

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5 3. Support, Maintenance, Additional Services.

3.1 Technical Support. Service Provider shall provide the Technical Support as described in Exhibit A. The Service Fees shall be inclusive of the fees for all Technical Support.

3.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the three prior versions of Internet Explorer, Edge, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the fees for maintenance.

3.2.1 Required Notice of Maintenance. Unless as otherwise agreed to by City on a case-by-case basis, Service Provider shall provide no less than thirty (30) calendar day's prior written notice to City of all non-emergency maintenance to be performed on the Services, such written notice including a detailed description of all maintenance to be performed. For emergency maintenance, Service Provider shall provide as much prior notice as commercially practicable to City and shall provide a detailed description of all maintenance performed no greater than one (1) calendar day following the implementation of the emergency maintenance.

3.2.2 Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed to by City on a case-by-case basis, for non-emergency maintenance, City shall have a ten (10) business day period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the "Maintenance Acceptance Period"). In the event that City rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if City has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by City and Service Provider shall be entitled to introduce the maintenance changes into production.

3.2.3 Service Outage During Maintenance. Service Provider shall coordinate all maintenance updates to be done after normal business hours unless otherwise approved by City Representative.

3.3 Customization/Integration Services. Service Provider shall provide the Customization I Integration Services, if any, described in Exhibit A. The Services Fees shall be Agreement No. 2024.02.06.01
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6 inclusive of the fees for the Customization I Integration Services.

3.4 Training Services. Service Provider shall provide the Training Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for the Training Services.

4. Audit Rights of Service Provider. Service Provider shall have no right to conduct an onpremises audit of City's compliance with the use of the Services. No more than once annually, Service Provider shall have the right to request from City its certification of compliance with the permitted number of Authorized Users. Where the actual number of users exceeds the permitted number of Authorized Users, City, at City's sole election shall, within thirty (30) business days: (a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users' licenses at the rate specified in Exhibit A so as to be in compliance with the permitted number of Authorized Users.

5. Change Control Procedure. City may, upon written notice, request changes to the scope of the Services under Exhibit A. If City requests an increase in the scope, City shall notify Service Provider, and, not more than five (5) business days (or other agreed upon period) after receiving the request, Service Provider shall notify City whether or not the change has an associated cost impact. If City approves, City shall issue a change order, which will be executed by the Service Provider. City shall have the right to decrease the scope, and the associated fees will be reduced accordingly.

6. Term and Termination; Renewals.

6.1 Term. This Agreement is legally binding as of the Effective Date and shall continue for a five-year term until midnight of May 20, 2029 unless extended, or sooner terminated, as provided for herein.

6.2 Termination for Convenience. City may terminate this Agreement and obtain a refund at any time during the initial 60-day Client Satisfaction period. After the expiration of the Client Satisfaction period, the City may terminate this Agreement on an annual basis upon providing not less than sixty (60) days prior written notice to the other party prior to the end of the current Annual Term.

6.3 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligation hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice.

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7 6.4 Payments Upon Termination for Convenience. Upon the termination of this Agreement, City shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to City all amounts due and payable hereunder, such as Performance Credits and prepaid fees, if any. As compensation for any administrative costs incurred by Service Provider due to City's termination for convenience, and unless otherwise agreed upon by the parties, City shall pay, or Service Provider shall retain if fees were prepaid, one (1) months’ worth of additional fees calculated pro rata. Any remaining prepaid funds shall be refunded to City.

6.5 Return of City Data. Upon the termination of this Agreement, Service Provider shall, within one (1) business day following the termination of this Agreement, provide City, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the City Data in the format specified by City. Further, Service Provider shall certify to City the destruction of any City Data within the possession or control of Service Provider, in accordance with Section 12.5, but such destruction shall occur only after the City Data has been returned to City. This Section shall survive the termination of this Agreement.

6.6 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for the Renewal Term may be increased no more than 6.00% percent.

6.7 No Automatic Renewals. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, any terms and conditions of Service Provider attached hereto): (a) in no event shall the term of this Agreement be longer than the initial term expressly stated in this Agreement; (b) any automatic renewal or extension (whether or not conditioned upon any notice or absence thereof from either Party) or any similar "evergreen" provision shall be deemed null and void ab initio; and (c) the term of this Agreement shall not be extended or renewed except by written agreement duly authorized, executed and delivered by City. In the event of any inconsistency within this Agreement relating to the duration of the initial term hereof, the shorter initial term shall govern. If no initial term is stated in this Agreement, then the term shall be one year from the date on which the term commences.

7. Fees; Billing. City shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by City of an invoice from Service Provider.

7.1 Billing Procedures. Service Provider shall bill to City the sums due pursuant to Exhibit A by Service Provider's invoice, which shall contain: (a) City's purchase order number, if any, and Service Provider's invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; (e); any Performance Credits or other credits; and, (f) total amount due. Service Agreement No. 2024.02.06.01
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8 Provider shall forward invoices in hardcopy format to City of Brea, Accounts Payable, 1 Civic Center Circle, Brea, California 92821 or email requesting a read receipt and delivery receipt to [email protected].

7.2 Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that City is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by Service Provider.

7.3 Credits. Any amounts due to City, such as a Performance Credit, from Service Provider may be applied by City, at the sole election of City, against any current or future fees due to Service Provider. Any such amounts that are not so applied by City shall be paid to City by Service Provider within thirty (30) calendar days following City's request. This Section shall survive the termination of this Agreement.

7.4 Non-Binding Terms. Any terms and conditions included in a Service Provider invoice shall be deemed to be solely for the convenience of the Service Provider, and no such term or condition shall be binding upon the City.

7.5 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, City in a format that will permit audit by City for a period of no less than three (3) years from when a fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon City's written request, Service Provider shall provide City with a copy of its annual American Institute of Certified Public Accountants Service Organization Control (SOC) 1 type 2 report and SOC 2 type 2 report (for all Trust Services Principles), or successor form of SOC reports.

7.6 Billing Reviews by Third Parties. For purposes of determining the competitiveness and appropriateness of fees charged to City by Service Provider, City is entitled to disclose to a third-party this Agreement, and any other data pertaining to fees paid or payable by City to Service Provider.

7.7 No Suspension of Services. Service Provider shall not suspend any part of the Services where: (a) City is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ninety (90) business days in arrears.

8. Representations and Warranties.

8.1 Mutual. City and Service Provider each represent and warrant that:

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9 8.1.1 City is a public entity, and Service Provider is a business, duly incorporated or established, validly existing, and in good standing under the laws of its state of incorporation;

8.1.2 it has all requisite power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;

8.1.3 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;

8.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,

8.1.5 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.

8.2 By Service Provider. Service Provider represents and warrants that:

8.2.1 it is in the business of providing the Services;

8.2.2 the Services are fit for the ordinary purposes for which they will be used;

8.2.3 it is possessed of superior knowledge with respect to the Services;

8.2.4 it acknowledges that City is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to City;

8.2.5 it knows the particular purpose for which the Services are required by City;

8.2.6 it is the lawful licensee or owner of the Services (excluding any City Data therein) and has all the necessary rights in the Services to provide the Services to City;

8.2.7 the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other intellectual proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise Agreement No. 2024.02.06.01
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10 entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;

8.2.8 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;

8.2.9 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;

8.2.10 it will use its best efforts, but not less than commercially reasonable efforts, to ensure that no computer viruses, worms, malware, or similar items (collectively, a "Virus") are introduced into City's computing and network environment by the Services, and that, where it transfers a Virus to City through the Services, it shall reimburse City the actual, documented cost incurred by City to remove or recover from the Virus, including the costs of persons employed by City to perform such services;

8.2.11 the Services are free of any mechanism which may disable the Services and Service Provider warrants that no loss of City Data will result from such items if present in the Services;

8.2.12 in the case of City's reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of City Data; and,

8.2.13 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.

9. City Data.

9.1 Ownership. City's data ("City Data," which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) City's data collected, accessed, used, processed, stored, or generated as the result of the City's use of the Services; and, (b) personally identifiable information ("PII") collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual's social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother's maiden name, email address, credit card information, or an individual's name in combination with Agreement No. 2024.02.06.01
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11 any other of the elements listed herein. Except where subject to a third party's intellectual property rights, all City Data is and shall remain the sole and exclusive property of City and all right, title, and interest in the same belongs to City. This Section shall survive the termination of this Agreement.

9.2 Service Provider Use of City Data. Service Provider is provided a limited license to access City Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display City Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain City Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose City Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to City Data only to those employees of Service Provider who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available City Data for Service Provider's own purposes or for the benefit of anyone other than City without City's prior written consent. This Section shall survive the termination of this Agreement.

9.3 Access to and Extraction of City Data. City shall have full and complete access to, and ability to download, its City Data 24 hours per day, 7 days per week, except during authorized periods of maintenance by Service Provider. Further, Service Provider shall, within one (1) business day of City's request, provide City, without charge and without any conditions or contingencies whatsoever (including, but not limited to, the payment of any fees due to Service Provider), an extract of the City Data in the format specified by City. In the event City gives Service Provider written notice of a "litigation hold", then as to all data identified in such notice, Service Provider shall, at no additional cost to City, isolate and preserve all such data pending receipt of further direction from the City.

9.4 Backup and Recovery of City Data. As a part of the Services, Service Provider is responsible for maintaining a backup of City Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous backup of City Data that can be recovered within two (2) hours at any point in time.

Additionally, Service Provider shall store a backup of City Data in an off-site (but within the continental United States) "hardened" facility no less than daily, maintaining the security of City Data, the security requirements of which are further described herein. Any backups of City Data shall not be considered in calculating storage used by City.

9.5 Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity Agreement No. 2024.02.06.01
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12 of City Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of City Data, Service Provider shall, as applicable: (a) notify City as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with City in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by City; (c) in the case of PII, at City's sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse City for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting City's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless City for any and all Claims (as defined herein), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from City in connection with the occurrence up to the limits of Service Provider's Cyber Liability policy required herein; (g) be responsible for recreating lost City Data in the manner and on the schedule set by City without charge to City; and, (h) provide to City a detailed plan within ten (10) calendar days of the occurrence describing the measures Service Provider will undertake to prevent a future occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Service Provider's representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Service Provider has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Service Provider. This Section shall survive the termination of this Agreement.

10. Nondisclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.

10.1 Meaning of Confidential Information. For the purposes of this Agreement, the term "Confidential Information" shall mean all information and documentation of a party that: (a) has been marked "confidential" or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked "confidential" or Agreement No. 2024.02.06.01
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13 with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked "confidential" or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party.

The term "Confidential Information" does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party's proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, City Data shall be deemed to be Confidential Information.

10.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement, or as required by law. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

10.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

10.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of City, at the sole election of City, the immediate termination, without liability to City, of this Agreement.

10.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Agreement, in whole or in part, each party shall, within five (5) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party's possession, custody, or control; provided, however, that Service Provider shall return City Data to City Agreement No. 2024.02.06.01
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14 following the timeframe and procedure described further in this Agreement. Should Service Provider or City determine that the return of any City Data or non-City Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SPB00-88, or other standard acceptable to the City, and shall certify the same in writing within five (5) calendar days from the date of termination to the other party.

11. Data Privacy and Information Security.

11.1 Undertaking by Service Provider. Without limiting Service Provider's obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing, maintaining, and providing a written description to City of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the City Data; (b) protect against any anticipated threats or hazards to the security or integrity of the City Data; (c) protect against unauthorized disclosure, access to, or use of the City Data; (d) ensure the proper disposal of City Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider's data privacy and information security program used to protect City Data be less stringent than the safeguards used by Service Provider for its own data.

If the Services include handling credit card information, then the Service Provider shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Service Provider agrees and warrants that it is responsible for the security of "cardholder data" that Service Provider possesses, stores, processes or transmits on behalf of the City, and for any impact on the security of City's cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the Services.

At all times herein, Services Provider shall maintain, handle, transmit, and store City Data in encrypted form meeting the requirements of Federal Information Processing Standard (FIPS) 140-2, or otherwise as required by the City.

11.2 Audit by Service Provider. No less than annually, Service Provider shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to City.

11.3 Right of Audit by City. Without limiting any other audit rights of City, City shall have the right to review Service Provider's data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the providing of the Services, on an ongoing basis from time to time and without notice, City, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Service Provider's data privacy and Agreement No. 2024.02.06.01
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15 information security program. In lieu of an on-site audit, upon request by City, Service Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by City regarding Service Provider's data privacy and information security program.

11.4 Audit Findings. Service Provider shall implement any required safeguards as identified by City or by any audit of Service Provider's data privacy and information security program.

11.5 City’s Right to Termination for Deficiencies. City reserves the right, at its sole election, to immediately terminate this Agreement without limitation and without liability if City reasonably determines that Service Provider fails or has failed to meet its obligations under this Section.

12. Proprietary Rights.

12.1 Pre-Existing Materials. City acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the "Pre-existing Materials," which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

12.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials.

Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

12.3 The provisions of this Section shall survive the termination of this Agreement.

13. Indemnification, Limitation of Liability, Insurance.

13.1 General Indemnification. To the maximum extent permitted by law, Service Provider agrees to indemnify, def end, and hold harmless City and its elected officials, officers, directors, agents, attorneys and employees (each, an "Indemnitee") from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a "Claim," and collectively, the "Claims"), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Service Provider, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Service Provider; (c) any material misrepresentation Agreement No. 2024.02.06.01
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16 or breach of warranty of any representation or warranty set forth in this Agreement; or, (d) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the acts or omissions of an Indemnitee.

To the maximum extent permitted by law, Service Provider shall indemnify, defend and hold each of the Indemnitees free and harmless, and pay reasonable attorneys' fees and costs, with respect to any and all Claims to the extent arising out of, related to, or incurred in connection with any destruction, or unauthorized access, use, or theft of City Data (collectively, "cyber theft") provided, however, that Service Provider's liability for cyber theft shall be limited to the cyber liability insurance policy limits set forth in this Agreement.

13.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that City is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for City the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by City; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to City any prepaid fees and the full cost associated with any Transition Services.

13.3 Indemnification Procedures. Promptly after receipt by City of a threat, notice, or filing of any Claim against an Indemnitee, City shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and City shall not independently defend or respond to a Claim; provided, however, that: (a) City may defend or respond to a Claim, at Service Provider's expense, if City's counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) City shall have the right, at its own expense, to monitor Service Provider's defense of a Claim. At Service Provider's request, City shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse City for all Agreement No. 2024.02.06.01
Software as a Service Agreement
17 reasonable out-of-pocket costs incurred by City (including, without limitation, reasonable attorneys' fees and expenses) in providing such cooperation.

13.4 Third Party Beneficiaries. Nothing, express or implied, in this Agreement is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees.

13.5 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET

FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,

SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT

THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH

RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL

BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF

OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A

PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT,

EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS,

OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES

PAID OR PAYABLE UNDER THIS AGREEMENT, AND PROVIDED,
FURTHER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO:
(A) A PARTY'S OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY'S

BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT. This Section shall survive the termination of this Agreement.

13.6 Insurance. Unless otherwise approved in writing by City's risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Service Provider, pursuant to this Agreement:
commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (not required for this agreement) and employers’ liability (not required for this agreement); cyber liability ($2,000,000 per occurrence) providing protection against claims and liabilities arising from; (i) errors and omissions in connection with maintaining security of City Data; (ii) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft including bank charges assessed; and (iv) violation of privacy rights due to a breach of City Data; and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). Any of the foregoing policy limits shall be subject to modification by the City's risk manager upon thirty (30) days prior, written notice to Service Provider, and at any time prior to commencement of the Services.

Agreement No. 2024.02.06.01
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18 The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses.

Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that City be given no less than (30) calendar days prior written notice of any cancellation thereof or material change therein. City shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider's exposure to City increases. Service Provider shall provide City with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide City with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

14. General.

14.1 Relationship between City and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for City or in any way to bind or to commit City to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of City. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of City. In recognition of Service Provider's status as an independent contractor, City shall carry no Workers' Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider's agents or staff, if any. City 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 Service Provider 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 City.

14.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Orange, State of California, in all questions and controversies arising out of this Agreement.

14.3 Attorney’s Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party's costs and expenses, including but not limited to, reasonable attorneys' fees.

Agreement No. 2024.02.06.01
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19 14.4 Compliance with Laws, City Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Service Provider shall comply with City policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

14.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Service Provider will cooperate with any City supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to City, including, without limitation, the Successor Service Provider.

Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

14.6 Force Majeure, Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A force majeure event does not excuse Service Provider from providing Services and fulfilling its responsibilities relating to the requirements of backup and recovery of City Data. In no event shall any of the following constitute a force majeure event: (a) failure, inadequate performance, or unavailability of Service Provider's subcontractors, if any; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for City to access or use the Services. Within thirty (30) calendar days following the Effective Date and on an annual basis thereafter until the termination of this Agreement, Service Provider shall provide its then-current business continuity plan ("Business Continuity Plan") to City upon City's request. The Business Continuity Plan shall include: (a) Services and City Data backup and recovery procedures, including procedures and resources for disaster recovery; (b) fail-over procedures; and, (c) how Service Provider will interact with its business continuity suppliers, if any. Service Provider shall test its Business Agreement No. 2024.02.06.01
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20 Continuity Plan on an annual basis until the termination of this Agreement and shall provide the test results to City upon City's request.

14.7 Advertising and Publicity. Service Provider shall not refer to City directly or indirectly in any advertisement, news release, or publication, or use any City logo, seal or mark, without prior written approval from City.

14.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party's right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

14.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

City
City of Brea
1 Civic Center Circle
Brea, CA 92821
Anthony Godoy
[email protected]
(714) 990-7713
Service Provider
ClearGov, Inc.
2 Mill and Main Place, Suite 630
Maynard, MA 01754
Legal Notices
[email protected]
(855) 553-2715

14.10 Assignment of Agreement. Service Provider may not assign this Agreement in whole or in part to any third party without the prior written consent of the City; provided, however, Service Provider may assign this Agreement without such consent to any subsidiary or parent company of Service Provider or to any successor by way of any merger, consolidation or other corporate reorganization of Service Provider or sale of all or substantially all of the assets of Service Provider or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such a subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of Service Provider under this Agreement. Should such assignment occur, Service Provider shall provide prior written notice to the City and the acquiring entity shall agree in writing to the terms of this Agreement.

Agreement No. 2024.02.06.01
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21 14.11 Time is of the Essence. Time is of the essence in every provision of this Agreement in which time for performance is a factor.

14.12 Counterparts, Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

14.13 Entire Agreement. This Agreement and any and all attached exhibits, each of which is incorporated by reference herein, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between City and Service Provider as to the subject matter hereof. No representation or promise not expressly set forth herein shall be binding. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions contained in any exhibit hereto. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it.

Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

14.14 Cumulative Remedies. All rights and remedies of City herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief. [SIGNATURES ON FOLLOWING PAGE]

Agreement No. 2024.02.06.01
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22 Executed on the dates set forth below by the undersigned authorized representative of City and Service Provider to be effective as of the Effective Date. Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.

ClearGov, Inc.

By: _______________________
Bryan A. Burdick
President
[email protected]
Date Signed: ________________
By: _______________________
Dominic Bongo
Chief Financial Officer
[email protected]
Date Signed: ________________
[Corporation: pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line. Limited liability company: Pursuant to California Corporations Code Section 17703.0l(d), both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.] City of Brea
By: _______________________
William Gallardo
City Manager
[email protected]
Date Signed: _________________
Attest (if over $25,000)
By: _______________________
Lillian Harris-Neal
City Clerk
[email protected]
Date Signed: _____________
05/07/2024 05/07/2024
City of Brea
City Council Regular Meeting Communication
Second Reading and Adoption of Ordinance No. 1250, An Ordinance of the City Council of the Brea Amending the Brea City Code by Adopting Zoning Ordinance Text Amendment (ZOTA) No. 2023-03 and approving a CEQA Exemption Determination
Meeting
Tuesday, May 21, 2024, 7:00 PM
Agenda Group
CONSENT CALENDAR Item: 4E
TO
Honorable Mayor and City Council Members
FROM
Bill Gallardo, City Manager

RECOMMENDATION
Staff recommends that the City Council take the following actions:

1. Waive full reading and adopt Ordinance No. 1250 titled “An Ordinance of the City Council of the City of Brea Amending the Brea City Code by Adopting Zoning Ordinance Text Amendment No. 2023-03 and approving a CEQA Exemption Determination” (Attachment A); and

2. Approve a California Environmental Quality Act (CEQA) Exemption Determination (Attachment A).

BACKGROUND/DISCUSSION
As an effort to improve the readability and to modernize the City’s Zoning Code (Code) to better serve the public, staff has initiated a work program in 2023 to continually review and update the Code on a regular basis. Since then, the City Council approved three Zoning Ordinance Text Amendments (ZOTA), which included two omnibus code updates addressing topics such as, but not limited to, land uses, definitions, parking standards, signs, tree preservation, and compliance with State law provisions, and one other update that implemented a number of Housing Element programs.

As part of this ongoing work program, staff reviewed the existing Code and permitting practices in order to identify opportunities to streamline the current entitlement process to better serve the public, especially the existing and new businesses in the City. As such, the primary intent for this ZOTA is to establish a new Minor Conditional Use Permit (MCUP) process to streamline the review of low-impact uses and minor modifications of existing standards. In conjunction, the proposed amendments would provide related updates which include minor revisions to land uses and definitions, and establishment of review criteria for valet parking services and standards for processing Public Convenience of Necessity (PCN) requests. If approved, the proposed amendments would update 12 chapters of the Code.

On May 7, 2024, the City Council, on a 4-0-1 vote, introduced Ordinance No.1250 for the proposed ZOTA. The comprehensive staff report package from the May 7, 2024 City Council meeting can be accessed from the following link:https://weblink.cityofbrea.net/WebLink/DocView.aspx?id=174852&dbid=0&repo=BREA-DOCS

COMMISSION/COMMITTEE RECOMMENDATION
On March 26, 2024, the Planning Commission, on a 4-0-1 vote, approved a resolution recommending approval of the Project. In doing so, the Planning Commission requested to be updated on an annual basis of all MCUP applications processed in a calendar year. As requested, staff will provide an annual update to the Planning Commission with a list of MCUP processed in a calendar year.

FISCAL IMPACT/SUMMARY
The costs to process and implement the Project are included in the FY2023/2024 Community Development Department budget.

Attachments
ATTACHMENT A - Ordinance No. 1250.pdf
RESPECTFULLY SUBMITTED:

William Gallardo, City Manager
Prepared by: Cristal Nava, Assistant Planner
Concurrence: Jason Killebrew, Community Development Director and

ATTACHMENT A
1 2942513.2
ORDINANCE NO. 1250

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BREA

AMENDING THE BREA CITY CODE BY ADOPTING ZONING
ORDINANCE TEXT AMENDMENT NO. ZOTA 2023-03 AND APPROVING

A CEQA EXEMPTION DETERMINATION
THE CITY COUNCIL OF THE CITY OF BREA DOES ORDAIN AS FOLLOWS:

A. RECITALS:
(i) Pursuant to the City’s police power, as granted broadly under Article XI, Section 7 of the California Constitution, the City Council has the authority to enact and enforce ordinances for the public peace, health, safety, and welfare of the City and its residents.
(ii) Pursuant to the California Environmental Quality Act (“CEQA”) (Public Resources Code § 21000 et seq.) and the State of California Guidelines for Implementation of the California Environmental Quality Act (“CEQA Guidelines”) (14 C.C.R. § 15000 et seq.), the City is the “lead agency” for the preparation and consideration of environmental documents for this Ordinance. (iii) On March 26, 2024, the Planning Commission conducted a duly noticed public hearing concerning Zoning Ordinance Text Amendment (“ZOTA”) No. 2023-03 and adopted its Resolution No. 2024-03 recommending approval by the City Council. (iv) On May 7, 2024, the City Council conducted a duly noticed public hearing concerning ZOTA No. 2023-03, as set forth in this Ordinance. It is the intent of the City Council in adopting this Ordinance to update various Zoning Code provisions to establish a Minor Conditional Use Permit (“CUP”) process and provide related updates which include minor revisions to land uses and definitions, establish review criteria for valet 2 2942513.2
parking services, and establish standards for processing Public Convenience or Necessity (“PCN”) requests.
(v) Adoption of this Ordinance is consistent with the General Plan as it implements the General Plan by establishing a new permit process that streamlines the review of low-impact uses which helps provide a balance of land uses that meet the needs of residents. Furthermore, the proposed amendment is consistent with General Plan Goals CD-1.3, C-D 1.6, and CD-1.11 because it encourages economic growth by alleviating the cost and time associated with discretionary review applications, making the City an appealing environment for business, in particular small business owners, and it introduces new land uses which foster the opportunity for a variety of business to locate within the City.
(vi) This Ordinance is a matter of citywide importance and necessary for the preservation and protection of the public peace, health, safety and welfare of the community and is a valid exercise of the local police power and in accord with State law. (vii) All legal prerequisites to the adoption of this Ordinance have occurred.

B. ORDINANCE:

SECTION 1. The City Council finds that the facts set forth in the Recitals, Part A, of this Ordinance are true and correct.

SECTION 2. Subdivision (1) (“A” words, terms and land uses) of Subsection B (Specific definitions) of Section 20.00.070 (Definitions) of Chapter 20.00 (General Provisions) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by deleting the “Animals, 3 2942513.2
Grooming and Daycares” entry and by adding in alphabetical order new entries for “Animals, Daycares” and “Animals, Grooming” to read as follows:

ANIMALS, DAYCARES. A commercial establishment that provides non-medical temporary boarding of household pets without overnight accommodations (i.e. pet daycares). Such establishments may include accessory instructional training, recreation, grooming and retail services. Overnight stays may be permitted based on emergency circumstances only, not to exceed 48 hours.

ANIMALS, GROOMING. A commercial establishment that provides grooming services for household pets. This classification includes cleaning, styling, clipping, and appearance maintenance of pets but not for the preparation of medical procedures.

SECTION 3. Subdivision (3) (“C” words, terms and land uses) of Subsection B (Specific definitions) of Section 20.00.070 (Definitions) of Chapter 20.00 (General Provisions) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by adding in alphabetical order a new “Conditional Use Permit, Minor” entry to read as follows:

CONDITIONAL USE PERMIT, MINOR. A permit issued by the applicable review authority allowing a minor modification of standards or use carried out in a particular zoning district that is not a use permitted by right. See §20.408.030 (Conditional Use Permits).

SECTION 4. Subdivision (13) (“M” words, terms and land uses) of Subsection B (Specific definitions) of Section 20.00.070 (Definitions) of Chapter 20.00 (General Provisions) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by adding in alphabetical order a new “Markets, Large” entry to read as follows:

MARKETS, LARGE. This use consists of retail establishments that satisfy all of the following criteria: (1) are commonly known as supermarkets and grocery stores; (2) sell general food items such as fresh produce, perishable goods, meats, seafood, packaged food products and beverages, and general household goods, 4 2942513.2
primarily for off-site preparation and consumption; and (3) are larger than ten thousand (10,000) square feet in size. This use class also includes large drug stores that combine services such as a pharmacy along with the retail sale of a variety of items such as packaged food, drinks, refrigerated food and beverages and other similar retail goods. This use class may include accessory banking, bakery, sales of prepared food and beverages for on-site consumption, and pharmacies.

SECTION 5. Subdivision (22) (“V” words, terms and land uses) of Subsection B (Specific definitions) of Section 20.00.070 (Definitions) of Chapter 20.00 (General Provisions) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by adding in alphabetical order a new “Valet Parking” entry to read as follows:

VALET PARKING. A parking service provided to accommodate users of an establishment in which an attendant on behalf of the establishment takes temporary custody of the vehicles of the guests or patrons visiting the establishment and moves, parks, stores and/or retrieves such vehicles.

SECTION 6. The Non-Residential category of Table 20.08.040.D of Section

20.08.040 (Off-Street Parking and Loading) of Chapter 20.08 (Development Standards) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by adding in alphabetical order new entries for “Animal, Daycares”, “Animal, Grooming”, and “Markets, Large” to read as follows:

NON-RESIDENTIAL
Animals, Daycares 1 space per employee plus 1 space per 10 animals Animals, Grooming 1 space per 250 square feet
Markets, Large 1 space per 200 square feet
SECTION 7. Section 20.08.040 (Off-Street Parking and Loading) of Chapter 20.08 (Development Standards) of Division I (General Regulations) of Title 20 (Zoning Code) of 5 2942513.2
Part II (Development Code) of the Brea City Code is amended by amending Subsections F and G, and by adding a new Subsection H, to read as follows:

F. Valet Parking Operations. Any person wishing to operate valet parking services shall obtain approval of a Minor Conditional Use Permit in accordance with the provisions of § 20.408.030 of this title.

1. All requests for valet parking must be accompanied by a Valet Parking Management Plan that demonstrates that the service will not result in insufficient or inadequate parking for the site by providing, at minimum, the following information:
a. The business name, address, and location of service; b. The valet parking area and proposed number of parking spaces; c. The number of employees and hours of operation;
d. The proposed routes of vehicle and pedestrian travel, pick-up and unloading areas;
e. The location of proposed signs and associated equipment; and f. Parking analysis for all businesses located on the property, if located within a larger shopping center.

G. Exceptions or modifications to off-street parking requirements. An exception to or modification of the off-street parking requirements of this section may be granted to avoid circumstances where they might be excessive due to the use involved or other relevant circumstances, but only if such exemption or modification is consistent with the intent and purpose of this section.

1. Exceptions or modifications for multi-family developments require approval of a minor modification in accordance with the provisions of § 20.408.020 of this title.

Pursuant to § 20.408.020.B.2., such requests shall be subject to the review and approval of the Director.
a. Notice of decision shall be sent by first class mail or delivered by a city employee to property owners within five-hundred (500) feet of the subject property.

Pursuant to Chapter 20.424, all decisions of the Director made under this provision of this title are appealable to the Planning Commission.

2. Exceptions or modifications for all projects that are not multi-family developments require approval of a conditional use permit in accordance with the provisions of § 20.408.030 of this title.

3. All requests for an exception or modification must be accompanied by a Parking Demand Study prepared by a licensed professional that demonstrates 6 2942513.2
approval of the exception or modification will not result in insufficient or inadequate parking and meets the following requirements:
a. The Parking Demand Study must at a minimum include: (1) the otherwise applicable parking requirements under § 20.08.040 of this title; (2) any otherwise applicable parking requirements under any entitlement, zoning requirement, or other approval previously approved by the City; (3) a comparative analysis of parking on the site with and without the requested exception or modification; and (4) a Parking Management Plan and/or Transportation Demand Management program, if deemed necessary by the Director.
b. A Parking Demand Study for a multi-family development may utilize the Urban Land Institute's Shared Parking methodology or any other reasonably similar methodology shown to be applicable if the project: (1) is either part of a mixed-use development or located in a mixed-use setting conducive to shared parking; and (2) incorporates both features that promote active transportation (e.g., walking and cycling) and convenient access to public transit.

H. Parking requirements not specified. In the event this section does not specify any parking space requirement for any specific use otherwise allowed under this title, the Director shall determine the parking requirements for such use.

SECTION 8. Subsection A of Section 20.11.020 (Land Uses) of Chapter 20.11 (Permitted Land Uses) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by amending Subdivision 3, and by adding a new Subdivision 4, to read as follows:

3. “M” designates classes of uses permitted with a minor conditional use permit.

4. “-” designates classes of uses that are prohibited.

SECTION 9. Table 20.11.020.A (Permitted Land Uses Table) of Section

20.11.020 (Land Uses) of Chapter 20.11 (Permitted Land Uses) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by amending the entries for “Alcoholic Beverage Sale, Off-sale”, 7 2942513.2
“Alcoholic Beverage Sale, On-sale”, “Alcoholic Beverages Manufacturing”, “Computer Internet Facilities”, “Day Care Centers”, and “Studios, Instruction/Service”, and by adding in alphabetical order new entries for “Animals, Daycares”, “Animals, Grooming”, and “Markets, Large”, to read as follows:
8 2942513.2
TABLE 20.11.020.A. PERMITTED LAND USES TABLE
P: Permitted
M: Permitted with Minor Conditional Use
Permit
C: Permitted with Conditional Use Permit
--: Prohibited
NOTES:
1 In HR Zoning district, either an Administrative Hillside Development Permit or a Hillside Development Permit is required, unless specifically exempted. Refer to Section 20.206.040. 2 In MU-I, MU-2, and MU-3 Zoning districts, nonresidential developments (e.g. education, public assembly, and religious facilities, entertainment and recreational facilities, public/semi-public facilities, retail trade and service facilities) and access serving nonresidential developments (except for live/work facilities) shall not be allowed on Walnut Avenue.

Also, refer to Section 20.258.030.A regarding integration of uses requirement.

R1-H HR1 R-1
R-1
(5,000) R-2 R-3 C-P C-N C-C C-G C-M C-RC M-P M-1 M-2 MU-I 2 MU-II2 MU-III2 PROP/R
PRONOS PF Special Provisions

NON-RESIDENTIAL
USES
Alcoholic Beverage
Sale, Off-sale -- -- -- -- -- -- P/C P/C P/C P/C P/C C C -- -- P/C P/C C -- -- -- (1) Conditional Use Permit not required if the
use is in conjunction with Markets, Large.

Alcoholic Beverage
Sale, On-sale -- -- -- -- -- -- C M/C M/C M/C M/C C C -- -- M/C M/C M/C -- -- -- (1) Permitted with a Minor Conditional Use
Permit if accessory to a primary restaurant
use, as long as such restaurant does not have
a bar area that is open to the patrons of the
restaurant.

Alcoholic Beverages
Manufacturing -- -- -- -- -- -- -- -- -- -- M -- M M M -- -- -- -- -- -- Animals, Daycares -- -- -- -- -- -- -- M M M M -- M M -- M M M -- -- -- Animals, Grooming -- -- -- -- -- -- -- P P P P -- P P -- P P P Computer Internet
Facilities -- -- -- -- -- -- -- -- M M -- -- -- -- -- M M M -- -- -- Day Care Centers -- -- -- -- -- -- -- P P P -- -- -- -- -- M M M -- -- -- Markets, Large -- -- -- -- -- -- P P P P P -- -- -- -- P P -- -- -- -- Studios,
Instruction/Service -- -- -- -- -- -- P P P P M -- -- M -- P P P -- -- -- 9 2942513.2
SECTION 10. Section 20.24.110 (Uses Under Variance or Conditional Use Permit) of Chapter 20.24 (Nonconforming Structures and Uses) of Division I (General Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

20.24.110 USES UNDER VARIANCE, MINOR CONDITIONAL USE PERMIT, OR CONDITIONAL USE PERMIT.

Uses and buildings which are existing under a variance, minor conditional use permit, or a conditional use permit granted under this title or any previous ordinance shall not be considered as nonconforming and shall be permitted to continue under the conditions and regulations imposed in such permit or variance and may be expanded or enlarged upon first obtaining a conditional use permit or a minor conditional use permit, as applicable, under the provisions of § 20.408.030 of this title.

SECTION 11. Subdivision 1 of Subsection C (Building Height) of Section

20.224.040 (Property Development Standards) of Chapter 20.224 (C-P Commercial, Administrative, And Professional Office Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

1. Buildings and structures erected in the C-P Zone shall have a height no greater than thirty (30) feet.

SECTION 12. Subdivision 1 of Subsection C (Building Height) of Section

20.232.030 (Property Development Standards) of Chapter 20.232 (C-C Major Shopping Center Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

1. Buildings and structures erected in the C-C Zone shall have a height no greater than seventy-five (75) feet.
10 2942513.2
SECTION 13. Subdivision 1 of Subsection C (Building Height) of Section

20.236.040 (Property Development Standards) of Chapter 20.236 (C-G General Commercial Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

1. Buildings and structures erected in the C-G Zone shall have a height no greater than thirty-five (35) feet.

SECTION 14. Section 20.240.040 (Uses Permitted Subject to Conditional Use Permit) of Chapter 20.240 (C-M Commercial Industrial Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

20.240.040 USES PERMITTED SUBJECT TO CONDITIONAL USE PERMIT.

Uses permitted subject to a minor conditional use permit or a conditional use permit in C-M Zone are contained in Chapter 20.11 of this title.

SECTION 15. Subdivision 1 of Subsection B (Building Height) of Section

20.240.060 (Property Development Standards) of Chapter 20.240 (C-M Commercial Industrial Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

1. Buildings and structures erected in the C-M (Commercial/Industrial) Zone shall have a height no greater than thirty-five (35) feet.

SECTION 16. Subdivision 1 of Subsection C (Building Height) of Section

20.244.040 (Property Development Standards) of Chapter 20.244 (C-RC Commercial Recreation Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

1. Buildings and structures erected in the C-RC Zone shall have a height no greater than thirty-five (35) feet.
11 2942513.2
SECTION 17. Subdivision 1 of Subsection C (Building Height) of Section

20.248.040 (Property Development Standards) of Chapter 20.248 (M-P Planned Industrial Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

1. Buildings and structures erected in the M-P Zone shall have a height no greater than sixty (60) feet.

SECTION 18. Subdivision 1 of Subsection C (Building Height) of Section

20.252.040 (Property Development Standards) of Chapter 20.252 (M-1 Light Industrial Zone) of Division II (Specific Zone Regulations) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

1. Buildings and structures erected in the M-1 Zone shall have a height no greater than sixty (60) feet.

SECTION 19. Subsection B (Authority of the development services director) of Section 20.408.020 (Administrative Remedy) of Chapter 20.408 (Administrative Procedures) of Division III (Administration and Procedures) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

B. Authority of the community development director.

1. Minor modification. In the public interest, the Director, without a public hearing, may consider and approve, conditionally approve, or deny modifications from the provisions of this title, limited to the following circumstances:
a. Where dimensional problems of an existing parcel require reduction of lot area or dimensions by not more than five percent (5%) of that required by the zone provided that such reductions are requested on not more than one (1) lot within any one (1) subdivision or tract.
b. Where dimensional problems of an existing parcel require reduction of yards and/or distance between buildings by not more than ten percent (10%) of 12 2942513.2
the requirements of the zone provided that such reductions are not requested for more than one (1) lot within any one (1) subdivision or tract. c. Reduction of number of required parking spaces by not more than ten percent (10%) and/or modification of parking (dimension) standards by not more than five percent (5%).
d. Modification of wall and fence heights, not to exceed twelve (12) inches. e. Modification of projections/encroachment into required yard areas by not more than five percent (5%) of the required yard areas in the zone, provided that such does not violate fire, housing or building codes.
f. Modification of maximum permitted lot coverage not to exceed ten percent (10%) of the maximum lot area coverage permitted in the zone. g. Modification of maximum height regulation by not more than ten percent (10%) of the requirements of the zone.
h. Modification of the size, height, and area of signs by not more than five percent (5%).

2. Such additional matters as may be delegated to the Director by the Council, provided that the limits and scope of the Director’s authority shall be set forth by the Council.

SECTION 20. Section 20.408.030 (Conditional Use Permit) of Chapter 20.408 (Administrative Procedures) of Division III (Administration and Procedures) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

20.408.030 CONDITIONAL USE PERMIT.

A. Intent and purpose. The minor conditional use permit and conditional use permit are intended for minor modification of standards and those land uses which require special consideration in a particular zone or in the city as a whole due to their characteristics, size of the area required for full development of such uses, potential effects of such uses on adjoining land uses and on the growth and development of the area. Uses existing on the effective date of this title which are listed as permitted subject to minor conditional use permit or conditional use permit may continue without securing such a permit; however, any extension or expansion of such use shall comply with provisions of this section.

B. Uses permitted subject to conditional use permits.
13 2942513.2

1. Uses listed in each zone requiring a minor conditional use permit or conditional use permit may be permitted in such zone subject to the provisions of this section.

2. Modification of standards.
a. The following circumstances may be permitted with an approval of a minor conditional use permit.
(1) Where dimensional problems of an existing parcel require a reduction of lot area or dimensions by more than five percent (5%) but not more than ten percent (10%) of that required by the zone provided that such reduction is requested on not more than one (1) lot within any one (1) subdivision or tract. (2) Where dimensional problems of an existing parcel require a reduction of yards and/or distance between buildings by more than ten percent (10%) but not more than twenty percent (20%) of the requirements of the zone provided that such reductions are not requested for more than one (1) lot within any one (1) subdivision or tract.
(3) Reduction of number of required parking spaces by more than ten percent (10%) but not more than twenty percent (20%).
(4) Modification of wall and fence heights to increase more than twelve (12) inches but not to exceed twenty-four (24) inches.
(5) Modification of projections/encroachment into required yard areas by more than five percent (5%) but not to exceed ten percent (10%) of the required yard areas in the zone, provided that such does not violate fire, housing or building codes.
(6) Modification of maximum permitted lot coverage to increase by ten percent (10%) but not to exceed twenty percent (20%) of the maximum lot area coverage permitted in the zone.
(7) Modification of maximum height regulation by more than five percent (5%) but not to exceed ten percent (10%).
b. The following circumstance may be permitted with an approval of a conditional use permit.
(1) Increase in building heights above the maximum permitted building height in C-P, C-C, C-G, C-M, C-RC, M-P, M-1 and M-2 zones.

3. Other special or unusual uses for which no provision is made in this title or which provide for an unusual combination of uses not otherwise provided for nor otherwise prohibited in this title may be permitted with an approval of a conditional use permit.

C. Procedure.

1. Application. Application for a minor conditional use permit and a conditional use permit shall be made pursuant to § 20.400.040. The application shall include 14 2942513.2
a site plan and elevations of the proposed development at minimum. Appropriate fees shall be paid as determined by City Council resolution.

2. Staff investigation. The Planning Division shall make an investigation of the facts bearing on the case to provide the information necessary for the action consistent with the intent of this title and the General Plan, and shall report the findings to the approval authority.

3. Approval Authority
a. Conditional use permit. The Commission, at a public hearing, has the authority to approve, conditionally approve, or disapprove a conditional use permit application.
b. Minor conditional use permit. The Director, without a public hearing, has the authority to approve, conditionally approve, or disapprove a minor conditional use permit application. The Director may refer any minor conditional use permit to the Planning Commission for review at his/her discretion. c. The decision of the approval authority shall be final and become effective ten (10) days after the decision, subject to appeal pursuant to Chapter 20.424.

4. Public Notice.
a. Conditional use permit. Notice of public hearing for conditional use permit shall be made pursuant to Chapter 20.416.
b. Minor conditional use permit. A public notice shall be made to owners of property located within 300 feet of the subject property, and such notice shall be made by first class mail. Such notice shall be given at least 10 calendar days before the Director’s decision. In addition, a notice of decision shall be made to individuals who have requested to be notified of the Director’s decision in a method requested by such individuals. Such notice shall be made within two (2) calendar days of the Director’s decision.

D. Findings. The Director or the Commission, in approving a minor conditional use permit or a conditional use permit, shall find as follows:

1. That the use(s) or modification of standards applied for at the location set forth in the application is properly one(s) for which a minor conditional use permit or a conditional use permit is authorized by this title.

2. That such use(s) or modification of standards, with any conditions to be imposed, is necessary or desirable for the development of the community, in harmony with the various elements or objectives of the General Plan, and not detrimental to existing uses or to uses specifically permitted in the zone in which the proposed use(s) is to be located.

3. That the site is adequate in size and shape to accommodate the proposed development and all of the yards, setbacks, walls or fences, landscaping, and other features required to bring about conformity with other elements in the neighborhood.
15 2942513.2

4. That the proposed site relates to streets and highways which are properly designed and improved to carry the type and quantity of traffic generated or to be generated by the proposed development.

5. That with the conditions stated in the permit, the uses will not adversely affect the public health, safety, or general welfare
E. Time limit.

1. Each permit hereafter granted shall automatically expire and be of no further force or effect if not exercised within two (2) years of its effective date, unless the permit specifies a longer period; provided that the Planning Commission, subject to appeal to the Council in the same manner and time as with the permit itself, may extend any such permit for successive periods not to exceed six (6) months each, upon showing of good cause therefor, if written application for such extension is filed prior to the expiration thereof.

2. “Exercise” of a permit shall mean substantial construction work pursuant to a building permit, and shall not include preparation of plans, engineering work or grading. In case of any dispute thereon, applicant or its successor in interest may request in writing that the Planning Commission conduct a hearing of which the requesting party shall be given ten (10) days advance written notice by first class mail directed to the address of the requesting party given in such written request for hearing. The decision of the Planning Commission may be appealed to the Council pursuant to Chapter 20.424.

3. Each permit issued hereunder shall have appended thereto a copy of this paragraph F. and Chapter 20.412, and shall contain substantially the following provision: “Any permit is subject to expiration and revocation as provided in Chapter 20.412, and such provisions are specifically made a part hereof without negating the applicability of any other provision of this title or of any other ordinance.”

4. Upon expiration of the period of time set forth in paragraph E.2. above, if, in the opinion of the Secretary to the Commission, any permit has been revoked or has expired, written notice thereof may be directed to the holder of the permit according to city records at its last address of record. The same shall be sent by first class mail, postage prepaid. Unless a hearing is requested by any interested person as provided for in paragraph E.2. above, with such request being received by the city within thirty (30) days of date of mailing of such letter, nonexercise of such permit shall be conclusively presumed. Any notices to be given under this paragraph E. shall be deemed given upon deposit in the United States mail, whether actually received or not.

F. Revisions to site plan approved as part of conditional use permit.

1. Minor revision to a site plan approved as part of a conditional use permit may be made after review and approval by the Director pursuant to the Plan Review Procedure, § 20.408.040. Minor revisions are hereby defined as revisions which in no way change the requirements set forth by the Commission or Council 16 2942513.2
or violate the intent of any of the standards or conditions of the permit or of the zone.

2. Revisions other than minor revisions, as defined above, shall be made pursuant to the conditional use permit procedure set forth in this section.

3. All copies of the approved revised site plan shall be dated and signed by the Director and made a part of the record of the subject conditional use permit.

One (1) copy of such approved revised site plan shall be mailed to the applicant.

G. An amendment to an existing conditional use permit shall be subject to a minor conditional use permit if the uses that were approved under a conditional use permit are allowed with a minor conditional use permit on the effective date of this Chapter.

H. Reapplication. No person shall reapply for a similar conditional use permit on the same land, building, or structure within a period of one (1) year from the date of the final decision on such previous application unless such decision is a denial without prejudice.

SECTION 21. Subsection C of (Contents of plans required) Section 20.408.040 (Plan Review Procedures) of Chapter 20.408 (Administrative Procedures) of Division III (Administration and Procedures) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended to read as follows:

C. Contents of plans required. All plans required to be submitted to the Community Development Director shall indicate clearly, and with full dimensions, the information required by the application. The applicant shall provide any additional information as required by the Director to establish that the project satisfies all applicable development standards of this title.

SECTION 22. Section 20.408.040 (Plan Review Procedures) of Chapter 20.408 (Administrative Procedures) of Division III (Administration and Procedures) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by adding a new subsection D to read as follows:

D. Art in public places program requirements.

1. Except as otherwise provided in this title, all development projects are subject to the requirements contained in the most recently adopted or amended version of the Art in Public Places Manual.
17 2942513.2

2. All developers of commercial projects, industrial projects, including attached and detached additions to existing commercial and industrial buildings, and residential projects of five (5) dwelling units or more with a total building valuation are required to select, purchase and install permanent outdoor sculpture accessible by the general public. The required minimum art allocation shall be as established in the Art in Public Places Manual. For any custom home development, the art requirement will be based on an estimate of the homes' market value, based on lot size and existing market. If development of a project is to proceed in phases, the phasing plan shall include information reflecting compliance with the Art in Public Places requirements and shall be subject to review and approval, all as specified in the Art in Public Places Manual. Additional requirements of the city's Art in Public Places Program are set forth in the Art in Public Places Manual.

3. All property owners are responsible for maintaining the art work in clean, undamaged condition for the lifetime of the art work. The obligation to maintain the art work shall be evidenced by written instrument recorded with the County Recorder setting forth such obligation. A copy of the instrument shall be submitted to the city immediately following recordation.

SECTION 23. Chapter 20.408 (Administrative Procedures) of Division III (Administration and Procedures) of Title 20 (Zoning Code) of Part II (Development Code) of the Brea City Code is amended by adding a new Section 20.408.060 (Determination of Public Convenience or Necessity) to read as follows:

20.408.060 DETERMINATION OF PUBLIC CONVENIENCE OR NECESSITY.

A. Determinations of public convenience or necessity relating to the sale of alcoholic beverages (including beer and wine) required by California Business and Professions Code Section 23958.4 or a successor statute shall be made by the Planning Commission on behalf of the City except as provided in Subsection B.

B. The Director shall have the authority to make determinations of public convenience or necessity on behalf of the City for uses classified as follows:

1. “Alcoholic Beverages Manufacturing,” if allowed with a minor conditional use permit pursuant to Chapter 20.11 of this Title;

2. “Alcoholic Beverages Sale, Off-sale,” if allowed with or without a minor conditional use permit or conditional use permit pursuant to Chapter 20.11 of this Title; and

3. “Alcoholic Beverages Sale, On-Sale,” if allowed with a minor conditional use permit pursuant to Chapter 20.11 of this Title.
18 2942513.2
SECTION 24. CEQA. The City Council finds that it can be seen with certainty that there is no possibility the adoption of this Ordinance may have a significant effect on the environment because it enacts zoning code amendment that will not have a significant effect on the environment. It is therefore exempt from California Environmental Quality Act review pursuant to Title 14, Section 15061(b)(3) of the California Code of Regulations.

SECTION 25. SEVERABILITY.

If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.

SECTION 26. EFFECTIVE DATE.

This Ordinance shall become effective thirty (30) days after its adoption in accordance with the provisions of California law.

SECTION 27. CERTIFICATION.

The City Clerk shall certify to the passage of this Ordinance.

PASSED, APPROVED, AND ADOPTED, this 21
st day of May, 2024.
_________________________________
Christine Marick
Mayor
19 2942513.2
ATTEST:
_________________________________
Lillian Harris-Neal
City Clerk
I, Lillian Harris-Neal, City Clerk of the City of Brea, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Brea, held on the 7
th day of May, 2024, and was finally passed at a regular meeting of the City Council of the City of Brea on the 21st day of May, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAINED: COUNCIL MEMBERS:

Dated:_____________________
_____________________________
City Clerk
City of Brea
City Council Regular Meeting Communication
Amended Contract with Emergency Ambulance Services Inc, for Emergency Ambulance Transport Meeting
Tuesday, May 21, 2024, 7:00 PM
Agenda Group
CONSENT CALENDAR Item: 4F
TO
Honorable Mayor and City Council Members
FROM
Bill Gallardo, City Manager

RECOMMENDATION
Approve the First Amendment to limit EAS’ scope of service to performance of ambulance transport services in an amount not to exceed $993,165.12 until January 18, 2025 unless earlier terminated as provided in the Agreement; and
Amend the City’s Fiscal Year 2023-25 Operating Budget to appropriate $993,165.12 from the City’s Paramedic Services Fund (174) for Ambulance Transport Services and appropriate $993,165.12 in revenues for ambulance billing services.

BACKGROUND/DISCUSSION
The City of Brea has an obligation to administer ambulance services under Health and Safety Code Section 1797.201 (Section 201).  The Orange County Health Care Agency recognizes the City of Brea as an exclusive operating area.

Pursuant to Section 201, the City has the right to continue to provide prehospital emergency medical services in the same manner and scope as it has been providing since January 1, 1981.  This allows the City to maintain control over the ambulance program whether it is provided through a contracted transport company, or through in-house personnel.

The City and EAS executed the Agreement to memorialize the terms on which EAS provides ambulance transport services and ambulance billing services.  Per the Agreement, EAS houses ambulances at fire stations 2 and 3 and two Emergency Medical Technicians (EMT) per station, per shift. The intent of co-locating the ambulances in the station was improved response times and better overall service to the community.

The Agreement requires EAS to provide all billing and collection services related to all pre-hospital ambulance services.  EAS remits to the City a portion of the collected funds from Advanced Life Support (ALS) transports because this service is provided by the City’s firefighter/paramedic staff.

In order to better serve the Brea community, Brea Fire staff brought to Council on October 3, 2023 a proposal to develop an in-house ambulance program.  Council gave direction to continue transport-only services with EAS until the in-house program is established, but in the interim, to contract with a separate third-party vendor to handle the ambulance billing component.  On April 16, 2024, Council awarded Wittman Enterprises LLC (Wittman) a five-year contract for the ambulance transport billing.

Due to the reduction in the scope of services under the Agreement, staff and EAS have negotiated the proposed First Amendment.  All references to ambulance billing and the reimbursement of ALS fees to the City will be removed. EAS will continue to have two ambulances assigned and housed in Brea to respond to medical aid calls with Brea Fire Paramedics. The housing fee is accounted for in the all-inclusive bi-weekly fee.

Under the Agreement, EAS receives all fees related to Basic Life Support (BLS) transports as well as 15% of ALS transports fees.  The revenues retained by EAS cover the transport and billing service costs the City would otherwise be paying to EAS. Under the proposed First Amendment, EAS will not be involved in the billing component or receiving any ALS or BLS fees, which means the City will need to pay EAS for ambulance transport services.  Staff researched other cities’ contracts to determine a fair cost for transport-only services.

Attachments
Amendment No. 1 to EAS Agreement (003).DOCX (part 1) - signed.pdf The transport-only fee in the proposed First Amendment is referenced as follows:

Estimated Ambulance Transport Rate
Hours per Week (A)                                               168 Weeks per Year (B)                                                 52 Hours per Year (AxB)                                              8,736 Estimated Cost per Coverage Hour                     $102.94 Cost per Year per Ambulance                              $899,283.84 Number of Ambulances                                       2 Annual Cost for 2 Ambulances                            $1,798,567.68 Biweekly Cost for 2 Ambulances                         $69,175.68 The fee proposed is all inclusive and takes into consideration ambulance surge coverage costs. The surge coverage is whenever one or both of EAS’s Primary Brea Units are unavailable to respond to calls for service in Brea. In such a situation, EAS must provide another fully staffed ambulance assigned to the City available to respond to calls in Brea.

EAS must maintain coverage in the City until one of the Primary Units becomes available.  If approved by Council, the First Amendment would go into effect on July 1, 2024 which is the date Wittman will begin performing ambulance billing services.  The Agreement still will have a January 18, 2025 expiration date, which is sufficient to allow the Brea in-house ambulance program to go live, tentatively set for January 2025.  If the in-house ambulance program is ready before then, the City can terminate the Agreement without cause on 30 days’ notice to EAS.

COMMISSION/COMMITTEE RECOMMENDATION
This Staff Report was reviewed by the Finance Committee on May 14, 2024, and recommended for approval.

FISCAL IMPACT/SUMMARY
The amended agreement with Emergency Ambulance Services, Inc. will provide Ambulance Transport services for the City for a bi-weekly cost of $69,175.68 until the City transitions to an in-house ambulance program tentatively scheduled for January 2025.

Based upon an evaluation of the City’s anticipated emergency medical service revenue, the ambulance transport billing revenue will offset the cost of this agreement and will be accounted for in the City’s Paramedic Services Fund (174).

RESPECTFULLY SUBMITTED:

William Gallardo City Manager
1 AGREEMENT #2021.09.09.001
Emergency Basic Life Support Ambulance Services

FIRST AMENDMENT
TO

EMERGENCY AMBULANCE SERVICES AGREEMENT
This First Amendment (“Amendment”) to the EMERGENCY AMBULANCE SERVICES AGREEMENT (“Original Agreement”), is dated as of July 1, 2024 (“Amendment Effective Date”), between the CITY OF BREA, a California municipal corporation (“City”), and EMERGENCY AMBULANCE SERVICE, INC., a California Corporation (“Contractor”). City and Contractor are each a “Party” and together the “Parties.”

RECITALS
A. The Parties entered into the Original Agreement, dated as of January 18, 2022 (as may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof).

B. City and Contractor have determined it is in their mutual interest to amend terms of the Original Agreement to remove certain services, specifically billing and collection operations, from Contractor’s Scope of Services.

NOW, THEREFORE, for valuable consideration, the parties agree as follows:

AMENDMENT

1. Exhibit A, “SCOPE OF SERVICES” of the Original Agreement is deleted in its entirety and replaced with the new Exhibit A REVISED SCOPE OF SERVICES as shown in Attachment 1 to this Amendment, which is hereby incorporated into this Amendment as though set forth in full.

2. Exhibit B, “RATES, REIMBURSEMENTS & FEES” of the Original Agreement is deleted in its entirety and replaced with the new Exhibit B REVISED RATES, REIMBURSEMENTS & FEES as shown in Attachment 2 to this Amendment, which is hereby incorporated into this Amendment as though set forth in full.

3. Contractor acknowledges and agrees that City may hire other vendors to perform the services removed from Contractor’s Scope of Services. Contractor shall provide to City and/or to the alternate vendor selected by City any assistance reasonably requested by City to effect the orderly transition of the Services, in whole or in part.

4. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. Nothing in this Amendment shall relieve either Party of its respective obligations under the Agreement as to Services already provided by Contractor prior to the Amendment Effective Date.

5. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2 TO EXECUTE THIS AMENDMENT, the Parties have caused their authorized representatives to sign below. Digital signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.

Emergency Ambulance Service, Inc.

By: __________________________
Philip E. Davis
President/Secretary
[email protected]
Date Signed: _______________
City of Brea Attest (if over $25,000)
By: __________________________
By:
__________________________
Christine Marick Harris-Neal, Lillian
Mayor City Clerk
[email protected]
Date Signed: _______________ Date Signed: _______________ Philip Davis (May 6, 2024 16:08 PDT) 05/06/24
ATTACHMENT 1
“EXHIBIT A
REVISED SCOPE OF SERVICES”
Contractor shall provide emergency Basic Life Support (“BLS”) ambulance services and emergency Advanced Life Support (“ALS”) ambulance patient transport in coordination with the Brea Fire Department Paramedics within Brea and the provision of any labor, material, supplies, and equipment related to the provision of those services (collectively “Services”), subject to the terms and conditions of this Scope of Services and the Agreement. Contractor shall have the exclusive right to be City’s primary provider of the Services within City.

1. General Requirements
A. Performance Expectations. Contractor shall perform all Services in accordance with both the letter and spirit of all requirements, conditions, specifications, expectations set forth in this Scope of Services and the Agreement. to the complete satisfaction of the Brea Fire Department (“BFD”). All statements made and actions taken by Contractor in the execution of contractual obligations shall be done in a prudent, professional, and courteous manner that supports and/or advances BFD’s Emergency Medical Service (“EMS”) mission of optimizing patient outcome by providing superior quality patient care with proficiency and compassion.

B. Equality of Care. Contractor shall provide all Services without regard to the patient's national origin, ethnicity, color, religion, sexual orientation, gender, age, insurance status, or ability/inability to pay. Any violation of this policy shall be deemed a breach and grounds for immediate termination of the Agreement. Contractor’s decision making, and conduct must always be guided by and reflect only the highest ethical standards, comport with the principles of fairness and equal justice, and demonstrate respect and dignity for all human beings.

C. Contract Performance Costs. Unless otherwise indicated in the Agreement or any Exhibit thereto, Contractor shall bear sole responsibility for all expenses necessary to its performance of the Services.

D. Contract Performance Standards. Contractor shall ensure that all facilities, properties, vehicles, material, and documents/records used or available for use in the performance of the Services are in good condition, fully functional, and maintained in a clean, orderly, and organized manner as determined by the BFD.

E. Legal Compliance. Contractor shall ensure that its ambulance personnel have sufficient understanding of, and are at all times in compliance with, all applicable EMS-related laws (federal, state, local), including: California Health & Safety Code, Division 2.5; California Code of Regulations, Title 22, Division 9, Chapter 2; and California Vehicle Code.

F. Protocol Compliance. Contractor shall ensure that its ambulance personnel comply with all OCEMS and BFD protocols, including official rules, policies, procedures, standing orders, and guidelines, as well as Contractor’s internal protocols. Contractor, including any of its individual ambulance operators, shall immediately bring to the attention of BFD any protocol that appears to conflict with any other protocol.

G. Inter-Agency Communications. Contractor shall designate one person as its official liaison to BFD, which liaison shall serve as its primary contact and interface with BFD, and whose office shall be in Orange County and as near to Brea as practical.

H. 911 Call for Service/Referral. Contractor shall immediately refer to City all incoming calls for 911-Fire/EMS emergency ambulance service that are made by any person within Brea to a Contractor's ambulance dispatch center or business office.

I. Field Supervisor. Contractor shall maintain a designated Field Supervisor, who must be qualified and capable of implementing and operating within the Incident Command System including the Orange County Multi-Casualty Incident (“MCI”) Response Plan and all other Orange County Emergency Medical Services (“OCEMS”) protocols. A designated Field Supervisor must be available 24 hours a day and must be stationed within Brea or at another location within Orange County and as close to Brea as practical, who is immediately available to BFD personnel by mobile phone and/or 800 MHz radio. The Field Supervisor shall be able to arrive at any incident within 20 minutes of being requested by City.

J. Electronic Patient Care Reporting. Contractor shall be capable of accepting the transmission of electronic patient care records (“EPCR”) via OCEMS’ OC-MEDS EPCR application.

Contractor shall provide a 24/7 wireless data connection for the transfer of patient care information between its field personnel and remote OC-MEDS users.

K. Pilot Programs/Research Projects. Contractor shall participate in all OCEMSapproved pilot programs or research projects, when requested to do so by BFD. Contractor agrees that its participation shall entail no additional cost to City. Contractor further agrees that services provided under pilot programs or research projects shall be in addition to the other services described herein.

Ambulance Services
L. Primary Units. Contractor shall provide and maintain two BLS ambulances as Primary Units assigned to Brea. Primary Units shall be staffed by four Emergency Medical Technicians (“EMTs”), and these ambulances and their crews shall follow the same 24-hour shift schedule used by the BFD. One of the Primary Units shall be housed at Brea Fire Station 2, and the other Primary Unit shall be housed at Brea Fire Station 3. Both Primary Units shall be monitored, controlled, and dispatched by Metro Cities Fire Authority Communications Center.

M. Wall time. "Wall time" refers to the time Contractor’s ambulances must wait at hospitals while delivering patients. Whenever one or both of Contractor’s Primary Units are unavailable to respond to calls for service in Brea due to wall time, Contractor must provide another fully staffed ambulance to respond to calls in Brea.

N. Incident Command & Patient Authority. BFD personnel, which shall be BFD Firefighter/Paramedics if on scene, shall be responsible for patient care and have authority to make assessment, treatment, and/or transport decisions. Contractor’s EMTs shall comply with the direction of the BFD Captain/Incident Commander or Firefighter/Paramedics in charge of a patient and/or incident. Contractor’s EMTs shall provide support to and act in a manner consistent with BFD efforts.

Contractor’s EMTs shall respond to the directions of BFD personnel in a positive and affirmative manner.

O. External Medical Quality Control.
i. Contractor acknowledges that the OCEMS Medical Director, or his or her designee(s), has both the authority and responsibility to routinely establish and monitor private, emergency ambulance system performance, including: ambulance equipment standard; medical protocols; personnel standards; training standards; medical dispatch procedures; first responder practices and training; medical control; and to effect corrective and disciplinary action as necessary. ii. Contractor shall fully comply with all applicable federal, state, and local laws, rules, and regulations and with local medical standards, protocols, and rules and regulations applicable to the provision of private, emergency BLS ambulance transportation, including those established by OCEMS. Contractor shall at all times during the term of this Agreement fully cooperate with the OCEMS Program Manager and the OCEMS Medical Director in the monitoring, regulation, management, oversight, and administration of the County EMS system.

P. OCEMS ePCR Compliant. Contractor shall be capable of accepting the transmission of electronic patient care records via OCEMS' OC-MEDS ePCR application. Contractor shall provide a 24/7 wireless data connection for the transfer of patient care information between field personnel and remote OC-MEDS users.

Q. Return of City Personnel. Advanced Life Support (“ALS”) services shall be provided by BFD personnel from a variety of delivery platforms, primarily fire engines. In cases where City personnel accompany patients in Contractor’s ambulance en route to a hospital or other receiving facility, and City ALS unit does not follow-up to the hospital/receiving facility, Contractor shall return City personnel to their assigned fire station(s) within 30 minutes from the conclusion of the run. The conclusion of the run is defined as the moment when the patient has been transferred into the care of hospital/medical staff, the ambulance crew has completed all required documentation, and the ambulance has been restocked and is ready to be placed back in service. At the conclusion of the run, the ambulance crew shall advise City personnel that they are ready to return them to their station.

If the ambulance receives another emergency call while returning City personnel to their station, the ambulance may accept that call for service and take those returning City personnel to the new call at the discretion of City personnel on board.

R. Standby Services. Contractor shall immediately provide, the closest BLS ambulance for standby at incidents with the potential for a medical response or for firefighter, police officer, marine safety officer, or other City employee’s safety, when requested by City.

2. Disaster Assistance
A. Contractor’s supervisory personnel shall provide BFD proof they have completed incident command training, hazardous materials training, and supervisory training in cooperation with City.

B. City shall coordinate any disaster response. Contractor shall actively participate in City’s planning for and responding to any declared disaster. Upon notification of a disaster by City, Contractor shall immediately commit any and all available resources to such efforts and assist City in accordance with applicable disaster plans and protocols in the locality where the disaster has occurred.

C. City may temporarily suspend strict application of the performance requirements set forth in the Agreement during a federal, state, or locally declared disaster or emergency.

D. During a declared disaster:
i. Contractor may be released from response time requirements until notified by the City Fire Chief that disaster assistance is no longer needed. ii. Contractor shall provide supervisory assistance at the command post or emergency operations center as requested and shall use best efforts to provide local emergency coverage. Contractor shall also suspend non-emergency transport services as necessary, informing persons requesting non-emergency transport of the reason for the temporary suspension. iii. City shall work with Contractor to utilize mutual aid providers who are authorized to perform such services within the County to meet the service demands of the disaster.

3. Ambulances
A. Vehicle Specifications. At no cost to City, all ambulances Contractor uses to service Brea shall meet the following requirements
i. Ambulances shall have a Mobile Data Computer (“MDC”) that seamlessly interfaces with BFD’s CAD system. BFD shall provide the MDCs but Contractor shall bear all costs associated with their installation and maintenance.
ii. Ambulances shall be equipped with an on-board 800 MHz radio. The radio shall have a frequency load that is compatible with the Metro Cities Fire Authority Communications Center. iii. Ambulances shall be equipped with an on-board VHF radio capable of receiving and transmitting on OCFire and OCAccess.
iv. Ambulance shall be equipped with Automatic Vehicle Locator (“AVL”) hardware and software/GPS system that interfaces with Metro Cities Fire Authority Communications Center and BFD.
v. Ambulances shall be equipped with City-approved traffic signal preemption and security gate access devices/equipment.
vi. Ambulances assigned to be Primary Units shall also be:
a. Type III (modular) ambulances having no more than 100,000 original miles at the beginning of the Agreement term; and
b. Red in color and bear the BFD Emblem and all information required by Civil Code § 3273; and
c. Bear visible markings designating them as either "Brea Ambulance 2" and "Brea Ambulance 3," with the words "Proudly Serving the City of Brea." B. Vehicle Support and Maintenance. All ambulances provided by Contractor under the Agreement shall be supported and maintained as follows:
i. Medical Equipment & Supplies Inventory. Contractor shall ensure that the medical equipment and supplies inventory of all ambulances complies with OCEMS required inventory policies. Contractor shall also supply a Zoll X-series Cardiac Monitor with ETCO2 monitoring along with the accompanying cables and supplies. BFD will supply any additional ALS equipment. ii. Standardized Inventory. Contractor shall ensure that its EMS equipment and supplies are the same as or compatible with EMS equipment and supplies used by BFD. iii. Ambulance Supplies Restock System. Contractor shall ensure that both Primary Units are equipped and supplied with the minimum required inventory at all times. Primary Units shall not be required to leave Brea to fulfill restocking. All ALS restock will be provided by BFD. iv. Decontamination. Decontamination of Primary Units must be done within Brea unless otherwise approved by the BFD’s On-duty Battalion Chief due to extraordinary circumstances. v. Vehicle Maintenance/ Replacement. Whenever a Primary Unit must be taken out of service for any reason (including mechanical failure or scheduled preventative maintenance), and for any length of time, Contractor shall immediately provide a replacement ambulance that meets the all standards and specifications required for a Primary Unit. Before permanently replacing any Primary Unit, Contractor shall submit a written proposal to BFD, and obtain BFD’s approval.

Contractor’s proposal shall describe the ambulance replacement plan, including the designations (unit number), specifications, and mileage of the planned replacement ambulances.

C. Upon notice from City that the disaster is over Contractor’s assistances is no longer needed, Contractor shall resume performance pursuant to the Agreement as quickly as is practical considering personnel exhaustions, medical supply restocking needs, and other relevant considerations.

Surge Plan. Whenever one or both of Contractor’s Primary Units are unavailable to respond to calls for service in Brea, Contractor must provide another fully staffed ambulance assigned to the city of Brea to be available to respond to calls in Brea. Contractor must maintain coverage in the city of Brea until one of the Primary Units becomes available.

4. Staffing Requirements
A. EMT Eligibility & Selection Criteria. Contractor shall provide City with the criteria it uses to determine who is qualified to serve as a EMT for Contractor, and shall promptly provide updates to BFD whenever such criteria are changed.

B. Primary Unit Assignments. All EMTs assigned to a Primary Unit must first be approved by BFD and interviewed by a panel of BFD representatives. Contractor may attend all EMT interviews. EMT shift and station assignments will be will determined by BFD and shall have the right to remove an EMT, permanently or temporarily, at any time from a Primary Unit assignment. All costs associated with City’s removal of an EMT from a Primary Unit assignment shall be born solely by Contractor.

C. Primary Unit Alternates. Contractor’s EMTs shall not serve on a Primary Unit as an alternate or on a temporary basis without first obtaining approval of the BFD EMS Manager or the onduty BFD Battalion Chief. Alternate and temporary assignments shall come first from EMTs currently assigned to either Primary Unit, second from the list of EMTs who have already completed the BFD interview process and received BFD’s approval, and only third from Contractor’s pool of EMTs with 911 transport experience. All costs associated with alternate and temporary assignments shall be born solely by Contractor.

D. In Field Training/Ride-A-Longs. Any and all training and ride-a-longs shall be limited to BFD Primary Unit EMTs only and with advanced notification to EMS Manager or on-duty Battalion Chief.

E. Training with BFD. All personnel Contractor assigns to a Primary Unit shall be required to participate in BFD EMS training, skill review, and orientation before serving in a Primary Unit. Contractor shall also allow its Primary Unit personnel to participate in any other training BFD may provide from time to time.

F. Credentials Tracking & Renewal. Contractor shall ensure that the credentials of all of its EMTs—including state EMT certification and OCEMS accreditation—are maintained and renewed in a timely manner. Use of EMTs with expired or lapsed credentials to provide the Services shall be deemed a major breach and grounds for immediate contract termination.

G. Continuing Education. Contractor shall ensure its field personnel are offered relevant and frequent education and training courses to assist them to maintain certification/licensure as defined in California Code of Regulations Title 22, Chapters 2, 4 and 11. To the extent possible, such education and training shall be built upon observation and findings derived from Quality Assurance/Continuous Quality Improvement.

H. Cognitive & Psychomotor Proficiency. Contractor shall provide evidence to BFD that it provides its EMTs an education and training system sufficient to ensure the EMTs maintain proficiency in all relevant BLS-level clinical skills and knowledge, including all applicable OCEMS protocols.

I. Criminal Background Check. Contractor shall provide evidence to BFD that Contractor has complied with state EMS Authority and OCEMS criminal history check requirements for all its employees who work in Orange County as EMTs. Contractor shall contact all references given on applications, including any former EMS employers.

Physical Fitness Testing & Training. Contractor shall provide evidence to BFD that Contractor provides its EMTs a program for up-to-date physical fitness testing or training used as part of the initial hiring process and/or ongoing health maintenance.

Medical Examination / Health Screening – Contractor shall provide evidence to BFD of specific process Contractor uses for pre-employment and/or ongoing medical/health screening.

J. OCEMS Protocols Contractor must ensure that all EMTs are sufficiently knowledgeable and proficient in all relevant OCEMS protocols.

K. Driver History. Contractor shall require all of its ambulance driver candidates to submit a current California Department of Motor Vehicles Driving Record Report as requested by BFD. Contractor shall utilize the California Department of Motor Vehicles Pull Notice Program for all ambulance personnel in its employ.

L. Driver Training Program. Contractor shall require all ambulance personnel successfully complete an approved emergency ambulance driver- training program to ensure that ambulances are operated in a legal and safe manner. The driver-training program must be designed to verify driving proficiency upon hire and on an annual. The driver program shall meet or exceed industry standards.

M. Vehicle & Equipment Familiarity. Contractor shall ensure that all EMTs are thoroughly familiar with all aspects of vehicle operation, including the location and use of all on-board equipment and supplies and all aspects of Orange County EMS mandated radios.

N. Training of Primary Units. All of Contractor’s employees who are regularly assigned to Brea shall be required to participate in an orientation training provided by the BFD. Contractor shall bear all employee costs associated with this training.

5. Health Insurance Portability and Accountability Act (HIPAA).

Contractor shall implement a comprehensive plan appropriate policies and procedures for compliance with the Health Insurance Portability and Accountability Act of 1996 and the latest rules and regulations enacted by the Department of Health and Human Services (collectively “HIPAA”). Contractor is responsible for all aspects of its HIPAA compliance, including protecting the confidentiality of patient information, and the cost of such compliance. Contractor shall immediately report to City and OCEMSA any violations or possible violations of HIPAA rules and regulations along with Contractor’s actions to mitigate the effect of such violations.

6. Audits and Inspections
A. Business Office(s). At any time during normal business hours, and as often as may be deemed reasonably necessary by City, City may observe and inspect Contractor’s business office or offices, and Contractor must make promptly available to City for its examination, all Contractor records that pertain to its performance of the Agreement. City may audit, examine, and copy any and all records that pertain to the performance of this Agreement, including personnel records, daily logs, conditions of employment, financial/billing records, and all other records or data. City’s right to inspect Contractor’s business office and any and all records pertaining to its performance of the Agreement will be restricted to normal business hours and reasonable notice shall be given to Contractor in advance of such inspection.

B. Facilities/Vehicles. City may, at any time and without prior notice, observe and inspect Contractor’s vehicles, ambulance dispatch center, maintenance facilities, personnel, and/or any ambulance posting location(s). City employees may be assigned to ride as observers on any Contractor vehicle at any time provided, however, that in exercising this right to inspect and observe, City Employees shall conduct themselves in a professional and courteous manner and shall not interfere in any way with either Contractor’s employees in the performance of their duties or Contractor’s employer-employee relationships.

7. Response Time Requirements
A. Required Response Times. Contractor’s ambulances shall maintain ninety six percent (96%) compliance on a quarterly basis with the following response times to all areas of Brea:

Code 2 within 15 minutes or less
Code 3 within 10 minutes or less
B. Measurement. Response times shall be measured in full minutes, rounded upward, from the time of dispatch until Contractor’s ambulance arrives on scene. Where more than one of Contractor’s ambulances are dispatched to the same scene, only the response time of the ambulance arriving first will be counted for purposes of calculating the response time. Only times recorded by Metro Cities Fire Authority Communications Center shall be used to determine response times.

C. Use of Mutual Aid.
i. For purposes of maintaining compliance with the response time requirements required by City, Contractor shall negotiate and enter into a separate mutual aid agreement(s) with neighboring ambulance service operators for the provision of back-up, secondary emergency ambulance transportation services within Brea.
ii. All secondary mutual aid provider agreements shall subject to the prior review and approval of the Fire Chief, who shall have sole and absolute discretion to approve the agreement.

Contractor shall provide a copy of the final, signed agreement shall be sent to the City EMS Manager. iii. The response times of any secondary mutual aid provider responding to an incident in Brea pursuant to a mutual aid agreement with Contractor shall be attributable to Contractor.
iv. All emergency ambulance transportation services provided by a secondary mutual aid provider pursuant to a mutual aid agreement with Contractor must meet the operational standards, procedures, and requirements set for in the Agreement and this Scope of Services; provided, however, that Contractor, and not the secondary mutual aid provider, shall be responsible for ensuring compliance with such operational standards, procedures, and requirements, including the imposition of all applicable penalties and payment of all fee and reimbursements. v. All secondary mutual aid providers operating in Brea pursuant to a mutual aid agreement with Contractor, and the provider’s employees, shall cooperate with City in any audit requested by City concerning their performance.

8. Complaints.

Contractor shall immediately notify City in writing of any complaints, inquiries, or investigations initiated by EMSA, and/or any other federal, state, or local regulatory agency regarding Contractor’s service delivery; service quality, billing practices; medical training and/or care; and personnel. Nothing in this Agreement shall be construed as superseding the authority of any other duly empowered regulatory agency from separately and/or concurrently exercising its authority to provide regulatory oversight and to take action to ensure that Contractor’s private, emergency ambulance response services are administered according to law.

9. Medicare/Medi-Cal Participation.

All of Contractor’s obligations regarding the retention or access to records regarding or related billing services shall only apply to such billing services provided before July 1, 2024. Contractor hereby warrants and represents that it is not the subject of any pending actions, investigations, or prosecutions, whether civil, criminal, or administrative, relating to an enrolled provider in good standing in the Medicare and Med-Cal billing or reimbursement practices, and that Contractor shall not employ or utilize individuals for the performance of services hereunder who have been excluded from any state or federal health care program. Contractor further warrants and represents that: (i) it is not currently excluded, or threatened with exclusion, from participating in any federal or state funded health care program, including Medicare and Medi-Cal, and (ii) it has never been excluded by any of the aforementioned programs. Contractor shall promptly notify City of any imposed exclusions or sanctions covered by this warranty, and City reserves the right to terminate the Agreement upon receipt of such notice.

10. Audit and Access to Records
Prior Billing Services. As of July 1, 2024, Contractor is no longer required to provide billing and collection services under the Agreement. All of Contractor’s obligations regarding the retention or access to records regarding or related billing services shall only apply to such billing services provided before July 1, 2024.

Accounting To the extent that Contractor has any such records, Contractor shall maintain accurate and complete records of all patient accounting, including: (i) all patient invoices; (ii) all patient/insurer payments; (iii) all BLS service charges; (iv) all ALS service charges; (v) all ALS reimbursement payments; (vi) all medical supply reimbursements; (vii) all invoices, payments, and correspondence to and from private insurers, federal or state health care programs, and other responsible third parties; and (viii) all records evidencing payments made by Contractor to City in connection with its performance under the Agreement. Such accounting shall be performed by Contractor in accordance with generally accepted accounting principles and practices consistently applied. City shall have access to such records and information upon 72 hours advanced written notice at all times during normal business hours for the purpose of inspection, audit, review, evaluation, and duplication. Contractor shall, at no cost to City, provide proper facilities for City’s access, inspection, audit, review, evaluation, and duplication of such information.

A. Sharing of Information and Documentation and Respect of Privacy. Contractor shall permit City to access Contractor’s respective books and records as they relate to billing and reimbursement for services prior to July 1, 2024. Contractor shall share all patient care and billing information necessary to properly submit Medicare claims, including patient care reports and billing slips. Contractor shall within 30 days of receiving any requests for information or documents from the patient, the Centers for Medicare and Medicaid Services (“CMS”) (formerly HCFA) or its authorized carrier or intermediary, other payment source, or other state or federal agency with oversight of the billing and patient care practices of the parties pursuant to the contact, make available to City any and all such records requested. All information or documents exchanged between the parties related to personal health information of a patient shall be exchanged in compliance with all privacy laws and rules, including the privacy rule established under HIPAA. Both parties will agree to maintain policies to protect the confidentiality of patient information to the extent required by law and to educate and enforce such policies with their respective personnel.

B. Audit Report. An Audit concerning Monthly Payments may be conducted at the sole discretion of City at any time throughout the contract term. If instructed, Contractor shall promptly produce an audit list (in an approved electronic format) to City’s auditors, which contains the following information:

Name of responsible party invoiced per transport;
Patient name and address
Indicate BLS, ALS, or ALS Assessment/BLS Transport
Date of call for service
Incident number
Amount invoiced per transport
Amount recovered per transport
Any exemption requests for transports included in the audit sample Any other requested relevant information required to perform an audit

11. Public Safeguards and Emergency Takeover
In the event of termination, Contractor shall fully cooperate with and shall immediately assist City and the successor ambulance service operator to effectuate an immediate, efficient, orderly takeover of all 911-Fire/EMS Emergency Ambulance Transportation and Related Services within City’s boundaries so as to ensure that there will be no service interruption to the public.

12. Transition Services
A. In the event of a reduction of the scope of services, termination or expiration of the Agreement, Contractor shall continue providing the Services until a successor ambulance service operator is approved to take over the Services from Contractor if requested to do so by City.

Contractor’s performance of the Services during this transition period shall be subject to the same terms and conditions that were applicable during the term of the Agreement. During this transition period, Contractor shall fully cooperate with, and immediately assist City and its approved successor ambulance service operator(s) to ensure there is no interruption in provision of the Services to the public.

B. Contractor may take reasonable steps to prepare for transitioning services to City’s approved successor ambulance service operator(s), and City shall not unreasonably withhold its approval of any Contractor request to begin an orderly transition process, including relocating Contractor’s personal and reducing Contractor’s inventory or supplies, so long as such actions are approved in advance by the Fire Chief and would not impair or impede Contractor's ability to perform Services during the transition period.

ATTACHMENT 2
“EXHIBIT B
REVISED RATES, REIMBURSEMENTS & FEES”

1. Transport Service Rates. Contractor shall provide the Services set forth in Exhibit A at the rates set forth below. Contractor’s sole compensation for providing all Emergency Transportation Services, specifically including but not limited to the standby and surge provisions, will be the Contract Price. Contractor shall invoice City on a biweekly basis with an invoice and backup documentation (“Services Invoice”) for the Services provided and no later than five (5) days of the conclusion of two-week invoice period. City reserves the right to require additional information or documentation to support the Service Invoice amount. City shall pay any undisputed invoices within 30 days of receipt.

Estimated Ambulance Transport Rate
Hours per Week (A) 168
Weeks per Year (B) 52
Hours per Year (AxB) 8,736
Estimated Cost per Coverage Hour $102.94
Cost per Year per Ambulance $899,283.84
Number of Ambulances 2
Annual Cost for 2 Ambulances $1,798,567.68
Biweekly Cost for 2 Ambulances $69,175.68

2. Risk of Non-Payment. If Contractor does not provide proper and timely documentation to City and/or any City-designated vendor of Services provided ,Contractor assumes the entire risk of non-payment from third parties for any and all of the services rendered and the charges incurred in connection with its performance under the Agreement, including all BLS and ALS charges incurred, as well as all ALS reimbursements and medical supply reimbursements regardless of whether Contractor receives payment for services rendered from any source.

3. Deleted.

4. Deleted.

5. Deleted.

6. Deleted.

City of Brea
City Council Regular Meeting Communication
Adoption of a new job description and salary table for Ambulance Operator, amend the position allocation list for FY 2024/25 to reflect the changes and place the classification in the Part-Time Employment and Benefits Policy, adopt compensation and benefits plan for full-time equivalent position.

Meeting
Tuesday, May 21, 2024, 7:00 PM
Agenda Group
CONSENT CALENDAR Item: 4G
TO
Honorable Mayor and City Council Members
FROM
Bill Gallardo, City Manager

RECOMMENDATION
Approve the Resolutions: 1) amending the Part-Time Employment and Benefits Policy by adding the salary and classification of Ambulance Operator; 2) adopt a compensation and benefits plan for full-time equivalent positions 3) amending the Position Allocation List to include this position in the Fire Department and one Human Resources Technician in the Administrative Services Department and 4) adopting new job description and salary range for Ambulance Operator.

BACKGROUND/DISCUSSION
Emergency ambulance transport services, and related billing services, have been provided to the community by a thirdparty contractor, Emergency Ambulance Services, In. (EAS), since 1978. The Brea Fire Department entered into a formal written agreement with EAS on March 1, 2022, where EAS provided Basic Life Support (BLS) functions during an ambulance transport service in-house. At the October 3, 2023 City Council meeting, the City Council approved actions to establish an in-house ambulance program and provided direction to staff to establish a job classification for Ambulance Operator and develop a staffing model for the program.

For City Council consideration is a resolution authorizing the creation of a new Ambulance Operator classification to provide services under the Brea Fire Department. This position is to serve a non-safety/non-exempt “at will” unrepresented entry level position.  This position is intended to support the City’s emergency ambulance transport operations and activities, providing office and logistical support to the assigned supervisory and management staff, and provide Ambulance Operators with a strong background and training for entry into the fire service. This class is distinguished from the Firefighter in that the latter is a sworn position and performs a variety of duties involving the protection of life and property, and routinely responds to emergency calls, requiring a higher level of knowledge, skill, and training.

The goal is to encourage growth and development while promoting organizational morale and developing the best fit to serve Brea’s community. Furthermore, accomplishing these objectives will achieve the Fire Departments critical goal of providing exemplary customer service, creating opportunities for coordination, and improving overall efficiencies and effectiveness of emergency response times with the community.

In order to implement the proposed change, the City Council will have to amend the Position Allocation List, which authorizes staffing levels. It is preliminary anticipated that the ambulance program staffing levels will include twelve (12) full-time Ambulance Operators and ten (10) part-time Ambulance Operators, one (1) Administrative Clerk in the Fire Department and one (1) dedicated Human Resources Technician in the Administrative Services Department. The focus of requesting these positions will be to provide full coverage to Brea’s growing population and a program for employees to develop and acquire the necessary skills to qualify to become Firefighters in the future and design an organizational chart that will serve the community if Brea with excellence. The Fire Department anticipates having a full program report to City Council on June 18, 2024.

A labor market analysis and internal review was conducted to determine compensation levels for the proposed Attachments
RESOLUTION NO 2024-0XX PT Ambulance Operator (003).pdf
Exhibit A - Ambulance Operator Job Description.pdf
Exhibit B - Ambulance Operator Salary Schedule.pdf
RESOLUTION NO 2024-0XX Fire AO Benefit Plan 5.21.24.pdf A labor market analysis and internal review was conducted to determine compensation levels for the proposed Ambulance Operator classification. We were unable to find sufficient comparable positions within Brea's ten-city labor market at this time. Based on available data, we recommend setting the salary ranges as listed in the attached Exhibit B. This position will be a 3-year limited term position so most likely employees will never reach top step. Therefore, based on comparable salary survey, we recommend setting the hourly salary range of $19.00 – $22.03 for part-time employees and a range of $19.00 – $24.32 for full-time equivalent positions.  Our part-time policy limits positions to 7 steps while full-time positions have 11 steps.

Based on the nature of duties outlined in the job description, it is proposed that the City Council assign this classification in the Part-Time Employment and Benefits Policy for part-time staff. It is also recommended that City Council approve the attached compensation and benefits plan resolution outlining the recommended limited benefits available for this unrepresented classification. The benefits are based on those available to employees in the general employees bargaining unit (BCEA). The City consulted with the Brea Fire Association and they opted to not represent this classification. Lastly, the City’s Master Salary Schedule will be updated to add the classification.

Based upon consultation with cities that run their own ambulance program and the proposed staffing levels, it was determined that an additional HR Technician positions is necessary to fill the recruitment needs of such a program. The intent of this position is to be dedicated to supporting fire and police recruitment needs with the priority being the Ambulance Operator recurring recruitments. The Human Resources Division currently has six approved positions in the Position Allocation List (HR Manager, Sr. HR Analyst, HR Analyst, two HR Technician, and an Administrative Clerk).  This action will result in the division having three approved HR Technician positions In general, the HR Technician position in the Human Resources Division performs a wide variety of general administrative duties.  They provide day to day administration of the recruitment process: provide coordination among departments involved; review and evaluate applications; prepare, administer and grade written, performance and other examinations; participate in and supervise oral examination boards; supervise notification process, explain policies and procedures to applicants and staff from other departments; prepare and maintain eligibility lists. We anticipated filling this position in early summer and expect to start recruitment for the Ambulance Operator positions in late summer to allow sufficient time to hire staff to implement the program on January 1, 2025.

FISCAL IMPACT/SUMMARY
The recommended salary range and benefits for the Ambulance Operator positions would result in approximately $71,368 annual cost based upon the step 1 of a full-time equivalent position and approximately $39,520 for part-time position.  One-time and ongoing operating costs for these positions are being calculated by the Fire Department and it is expected that a full staffing and budget report will be presented at the June 18, 2024 City Council meeting.

The recommended salary range and benefits for the Human Resources Technician position to support the recruitment RESO NO. 2024-XX
May 21, 2024
RESOLUTION NO. 2024-0XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BREA 1) ADOPTING THE AMBULANCE OPERATOR CLASSIFICATION AND SALARY RANGE; 2) ESTABLISH

THAT THIS CLASSIFICATION WILL HAVE ITS SALARY AND BENEFITS CONTAINED

WITHIN THE PART-TIME EMPLOYMENT AND BENFITS POLICY FOR PART-TIME EQUIVALENT EMPLOYEES; AND 3) ADOPT AND IMPLEMENT COMPENSATION

AND BENEFITS FOR FULL-TIME EQUIVALENT EMPLOYEES
A. Recitals.
(i) Section 2.08 of the Brea Municipal Code provides that the City Council shall prepare, revise and maintain a position classification plan covering all positions within the classified services, including employment standards and qualifications for each classification.
(ii) The Brea Municipal Code provides that the City Council shall approve a plan of compensation directly correlated to the position classification plan and a rate or range of pay for each classification.
(iii) It is necessary, from time to time, to review and adjust the classification and compensation plan to reflect the changing organizational responsibilities of the City and to insure the efficient economical operation of the various City departments. (iv) In order to most effectively implement and monitor the position classification plan, it is necessary, from time to time, to amend the Position Allocation List which specifies the actual number and distribution of authorized positions within the City.

B. Resolution
NOW, THEREFORE, be it found, determined and resolved by the City Council of the City of Brea to:

1. Adopt and amend the City’s existing position classification plan to include Ambulance Operator Classification, as attached hereto as Exhibit A and incorporated herein by reference.

RESO NO. 2024-XX
May 21, 2024

2. Adopt and amend the City’s existing position classification plan to include one Human Resources Technician Classification to the position allocation list.

3. Amend the City’s existing Part-time Employment and Benefits Policy by adding the job title and salary range of Ambulance Operator as attached hereto as Exhibit B and incorporated herein by reference.

APPROVED and ADOPTED THIS 21ST DAY OF MAY, 2024.
______________________________
Christine Marick, Mayor
ATTEST: __________________________
Lillian Harris-Neal, City Clerk
I, Lillian Harris-Neal, City Clerk of the City of Brea, do hereby certify that the foregoing resolution was introduced at a regular meeting of the City Council of the City of Brea, held on the 21st of May 2024, and was adopted by the following votes:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAINED: COUNCILMEMBERS:

DATED: ______________________________
_____________________________________
Lillian Harris-Neal, City Clerk

CITY OF BREA

AMBULANCE OPERATOR

DEFINITION
Under direct supervision, perform a variety of duties in support of the City of Brea’s emergency ambulance transport program; operates a city owned ambulance responding to medical aid calls; provides basic medical care to the ill and injured within scope of practice and accordance with established policies, procedures, and protocols; performs a variety of general duties in support of the fire department; and performs related work as required.

DISTINGUISHING CHARACTERISTICS
This is a non-sworn/non-firefighter, entry-level classification within the Fire Department with a limited-term assignment of 36 months with the possibility of an extension. This position is intended to provide Ambulance Operators with a strong background and training for entry into the fire service. Incumbents perform various duties in support of the City’s emergency ambulance transport operations and activities and are responsible for providing office and logistical support to the assigned supervisory and management staff in a variety of areas. Successful performance of the work requires knowledge of Fire Department functions and activities and the ability to perform duties independently.

This class is distinguished from the Firefighter in that the latter is a sworn position and performs a variety of duties involving the protection of life and property, and routinely responds to emergency calls, requiring a higher level of knowledge, skill, and training.

This class is further distinguished from the classifications assigned to Paramedic duties in that the latter functions in a lead capacity with the performance of the more advanced care provided during a medical emergency Incumbents are miscellaneous non-sworn employees as it relates to retirement and workers’ compensation purposes.

SUPERVISION RECEIVED AND EXERCISED
Incumbents generally receive direct supervision from an assigned Fire Captain and may receive direction from other department supervisory or management staff.

EXAMPLES OF ESSENTIAL JOB FUNCTIONS - Essential job functions include, but are not limited to, the following: (These functions may not be present in all positions in this classification. When a position is to be filled, the essential functions will be noted in the announcement of position availability. Management reserves the right to add, modify, change or rescind work assignments as needed).

Operates City-owned ambulances and other assigned vehicles as directed to and from medical emergencies as part of the emergency ambulance transport; may drive ambulance or other department vehicles during non-emergencies; responsible for safe Exhibit A

CITY OF BREA
Ambulance Operator (continued)
2 operation of vehicles and adhering to related laws, regulations, and department policy; communicates with dispatch, emergency services staff, and hospital medical personnel.

Assists paramedics within the Orange County Emergency Medical Services Emergency Medical Technician (OCEMS EMT) scope of duties by providing basic medical care and treatment to individuals requiring medical attention.

Lifts, carries, and pushes/pulls ambulatory and non-ambulatory patients to transport.

Prepares and maintains a variety of logs, records, and reports including ambulance billing, patient care reports, and equipment and station logs; maintains confidentiality by following all Federal, State, and local laws and regulations including the Health Insurance Portability and Accountability Act (HIPAA).

Learns and develops an understanding of applicable policies, procedures, and work methods associated with assigned duties; uses fire and medical terminology.

Oversees maintenance and cleanliness of the City’s ambulance and adjacent areas; inventories, orders, and stocks necessary supplies.

Attend and successfully complete department and hospital training sessions and drills.

Participate in station and equipment clean-up, and assist in maintaining city vehicles and fire department facilities.

May participate in training programs to develop an awareness of the duties, activities, and responsibilities of individuals involved in fire suppression and the emergency medical tools and equipment they handle.

Interprets, applies, explains, and ensures compliance with complex Federal, State, and local laws, codes, regulations, and departmental policies and procedures.

Assists various City personnel in program functions assigned, including, but not limited to, community events and similar activities.

Provides logistical support for the department’s facilities and fleet.

May perform a variety of non-sworn, non-firefighter duties as needed to assist the Fire Department in support of various activities and duties.

Performs other duties as required.

QUALIFICATIONS
Knowledge of:

CITY OF BREA
Ambulance Operator (continued)
3 Basic functions, principles, and practices of fire service agencies and emergency ambulance transport services.

Principles of safe emergency work practices including emergency ambulance and transportation procedures and gurney operations.

Fire terminology and law enforcement codes, including emergency radio communication procedures.

Applicable Federal, State, and local laws, regulatory codes, ordinances, and regulations, including administrative policies and procedures relevant to the assigned area of responsibility.

Basic medical terminology and documentation.

Basic first aid techniques and cardiopulmonary resuscitation (CPR) procedures.

Emergency vehicle operations and vehicle maintenance.

Basic arithmetic and statistical techniques. English usage, grammar, spelling, vocabulary, and punctuation.

Business letter writing and the standard format for reports and correspondence.

Modern office practices, methods, and computer equipment and applications related to the work, including, but not limited to, specialized and standard database, word processing, spreadsheet software, and report generation computer software packages.

Record keeping principles and procedures.

Techniques for providing a high-level of customer service by effectively dealing with the public, vendors, contractors, and City staff.

General principles of risk management related to the functions of the assigned area.

Recent and on-going developments, current literature, and sources of information related to the operations of the assigned department.

Occupational hazards and standard safety practices necessary in the assigned area.

Techniques for dealing with and solving the problems presented by a variety of

CITY OF BREA
Ambulance Operator (continued)
4 individuals from various backgrounds, in person and over the telephone.

Ability to:

Safely drive an ambulance and other assigned vehicles.

Work effectively in difficult and/or hazardous emergency situations and environments carrying out work assignments as instructed.

Read electronic/ paper and incident maps, follow map directions, learn City geography and street layout.

Understand the functions, principles, and practices of municipal emergency ambulance transport services within a Fire Department.

Obtain necessary information from individuals in stressful or emergency situations.

Interpret, apply, explain, and ensure compliance with applicable Federal, State, and local laws, codes, regulations, and departmental policies and procedures.

Analyze situations and identify pertinent problems and/or issues; collect relevant information to determine realistic options; recommend and implement appropriate course of action.

Recognize individuals who may be experiencing medical emergencies and respond accordingly.

Prepare clear and effective reports, correspondence, and other written material.

Organize, maintain, and update office database and records systems.

File materials alphabetically, chronologically, and numerically.

Organize own work, set priorities, and meet critical time deadlines.

Understand and carry out oral and written directions independently.

Ensure tracking and audit systems are followed and maintained.

Demonstrate an awareness and appreciation of the cultural diversity of the community.

Maintain accurate logs, records, and basic written records of work performed.

CITY OF BREA
Ambulance Operator (continued)
5 Enter and retrieve data from a computer with sufficient speed and accuracy to perform assigned work.

Operate modern office equipment including computer equipment and specialized software applications programs.

Use English effectively to communicate in person, over the telephone, in writing, and on the radio.

Use tact, initiative, prudence, and independent judgment within general policy and legal guidelines in politically sensitive situations.

Establish, maintain, and foster positive and harmonious working relationships with those contacted in the course of work
.

Maintain strict confidentiality, discretion, and professionalism in handling and processing of critical and sensitive information, records, and reports.

Provide quality customer service.

Experience and Education:

To qualify for this classification, an individual must possess any combination of experience and education that would likely produce the required knowledge and abilities, and enable the individual to successfully perform the essential job functions of the position.

A typical combination is:

Experience
No experience is required but Emergency medical experience in the 911 field is highly desirable
Education
Graduation from high school, GED or equivalent.

Licenses and Certification:

Possession of a valid Class C Driver's License issued from the California Department of Motor Vehicles.

Possession of a valid Department of Motor Vehicles Ambulance Driver certificate.

CITY OF BREA
Ambulance Operator (continued)
6 Possession of a current State of California EMT-1 or Paramedic certificate from an accredited organization.

Possession of a current CPR certificate from American Heart Association or American Red Cross.

PHYSICAL TASKS AND ENVIRONMENTAL CONDITIONS include, but are not limited to the following:

Ability to:

Physical strength to and agility to lift and carry heavy objects, such as a gurney while transporting patients and fire suppression equipment.

Lift, pull and operate gurney; climb ladders, scaffolds and stairs.

Bend, stoop, kneel, crawl in tight places.

Withstand a variety of environmental factors including working in the heat or cold, confined spaces, slippery/uneven surfaces, work irregular hours.

Exposure to toxic chemicals, fumes, smoke, gases and solvents.

Work long periods of time without relief.

Safely drive emergency vehicles in response to emergency and routine calls.

Far visual acuity at least 20/30 binocular corrected with contact lenses or spectacles;
Be able to identify red, green and yellow.

Based on assignment work normal 9-hour daytime shifts or 24-hour shifts, if necessary.

Exposure to:

Employees work primarily in the field and/or in a fire station where significant health and safety hazards may be encountered, including but not limited to:

Inclement weather conditions
Loud noise levels

CITY OF BREA
Ambulance Operator (continued)
7 Road and/or land hazards
Confining workspace
Chemicals
Mechanical and/or electrical hazards
Hazardous physical substance
Smoke and fumes.

Incumbents may be exposed to blood and bodily fluids while administering aid and/or assisting in an emergency, exposure to individuals and persons potentially infected with communicable diseases and to blood-borne and/or airborne pathogens.

Employees shall, as a condition of their employment, refrain from smoking tobacco at any time on or off duty. Violation of this condition of employment may subject the employee to disciplinary action.

Exhibit B
Ambulance Operator

CITY OF BREA SALARY TABLE
Effective pay period beginning 05/21/2024

APPROX APPROX APPROX

STEP HOURLY BI-WEEKLY MONTHLY ANNUAL
1 $19.00 $1,520.00 $3,293.33 $39,520.00
2 $19.48 $1,558.00 $3,375.67 $40,508.00
3 $19.96 $1,596.95 $3,460.06 $41,520.70
4 $20.46 $1,636.87 $3,546.56 $42,558.72
5 $20.97 $1,677.80 $3,635.22 $43,622.69
6 $21.50 $1,719.74 $3,726.10 $44,713.25
7 $22.03 $1,762.73 $3,819.26 $45,831.08
8 $22.59 $1,806.80 $3,914.74 $46,976.86
9 $23.15 $1,851.97 $4,012.61 $48,151.28
10 $23.73 $1,898.27 $4,112.92 $49,355.06
11 $24.32 $1,945.73 $4,215.75 $50,588.94
RESO NO. 2024-XX
May 21, 2024
RESOLUTION NO. 2024-0XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF BREA ADOPTING A COMPENSATION AND

BENEFITS PLAN FOR THE FULL-TIME EQUIVALENT

UNREPRESENTED EMPLOYEES ASSIGNED TO THE

AMBULANCE OPERATOR CLASSIFICATION
A. Recitals.
(i) Section 2.08 of the Brea Municipal Code provides that the City Council shall prepare, revise and maintain a position classification plan covering all positions within the classified services, including employment standards and qualifications for each classification.
(ii) The Brea Municipal Code provides that the City Council shall approve a plan of compensation directly correlated to the position classification plan and a rate or range of pay for each classification.
(iii) It is necessary, from time to time, to review and adjust the classification and compensation plans to reflect the changing organizational responsibilities of the City and to insure the efficient economical operation of the various City departments.
(iv) It is the desire of the City to adopt a compensation and benefits plan for the unrepresented Full-Time equivalent Ambulance Operator classification. (v) All benefits set forth in this Resolution shall be effective May 21, 2024, unless specifically provided herein.

RESO NO. 2024-XX
May 21, 2024
B. Resolution
NOW, THEREFORE, be it found, determined and resolved by the City Council of the City of Brea, as follows:

1. Adopt and implement a compensation and benefits plan for Full-time equivalent Ambulance Operators as follows:

SECTION I. SALARY
A. Salary Range Format
The salary ranges for Ambulance Operator are based on a compensation survey to ensure both the entry and maximum levels of the salary ranges are competitive with the labor market.

The salary range will consists of eleven (11) steps. The maximum of the salary range is set at the median top step in the labor market.

Salaries will be adopted and commence on May 21, 2024, and are listed in Exhibit “A” and attached hereto and made a part thereof.

B. Merit Salary Adjustment
Employees are subject are subject to the City's Human Resources Rules and Regulations as they apply to merit increases. Employees who have not reached the top step of the assigned salary range for their classification shall be eligible for a merit increase as delineated below.

Employees who have not reached the top step of the assisgned salary range shall be eligible for a merit increase only after completion of one (1) years of service with a performance review.

RESO NO. 2024-XX
May 21, 2024
C. Overtime
The overtime rate will be calculated according to FLSA guidelines.

SECTION 2. MAJOR HEALTH AND WELFARE BENEFITS
A. Flexible Benefit Plan
The City’s Flexible Benefit Plan shall include for employees and eligible dependents under the Unrepresented “at-will” classification of Ambulance Operator City sponsored: medical insurance, dental insurance, and vision care insurance.

Effective May 21, 2024, the City’s contribution toward Flexible Benefit Plan contribution for employees enrolled in a City sponsored CalPERS medical plan shall be:

Single employee $800 per month
Employee plus 1 dependent $1,175 per month
Employee plus 2 or more dependents $1,550 per month
B. Public Employee’s Retirement System (CalPERS)
All employees covered under this Resolution shall be members of the State of California Public Employees' Retirement System (CalPERS) and are subject to all applicable provisions of the City's contract with CalPERS, as amended. As regards to Classic employees hired on or before City Council adoption of this Resolution, into Ambulance Operator classifications, effective the first payroll period commencing on or after May 21, 2024, or the date of City Council adoption of this Resolution, whichever is later. The above City-funded Classic Miscellaneous employee CalPERS contributions shall eight percent (8%). This cost sharing contribution shall be treated as normal member CalPERS contributions to the extent provided by statute.

New Employee or New Member. Pursuant to PEPRA, "new employees" or "new RESO NO. 2024-XX
May 21, 2024
members" hired on or after January 1, 2013, are enrolled in the 2% at 62 retirement formula for Local Miscellaneous Members (Government Code Section 7522.20) based on the three highest consecutive years.

PEPRA Employee Contribution. Pursuant to PEPRA, "new employees" or "new members" hired on or after January 1, 2013, shall pay at least fifty percent (50%) of the total normal cost of pension as is determined each year by CalPERS to be the employee contribution rate.

Implentation of the above funding of the employee CalPERS contributions shall be accomplished by means of each affected employee incurring a payroll deduction each payroll period in the above amounts. Said payroll deductions shall be on a pre-tax basis pursuant to IRS Code Section 414 (h) (2).
1959 Survivor Benefit. The CalPERS Retirement Plan has been amended to include the Fourth Level 1959 Survivor Benefit. The employee shall pay 100% of all monthly costs for this benefit, in addition to the $2.00 monthly cost for the Basic Level 1959 Survivor Benefit. Said funding shall be by means of a payroll deduction.

SECTION 3. LEAVE TIME BENEFITS
A. Vacation Accruals
Ambulance Operators shall earn and accrue vacation leave time at the following rates:

Following Vacation Accrual
Initial Hire 80 hours/year (approx. 3.08 hours/payroll period) Completion of 7 Years 120 hours/year (approx. 4.61 hours/payroll period) RESO NO. 2024-XX
May 21, 2024
Completin of 13 Years 160 hours/year (approx. 6.15 hours/payroll period) Completion of 16 Years 185 hours/year (approx. 7.11 hours/payroll period) 19 Years 200 hours/year (approx. 7.69 hours/payroll period) Maximum accrual of vacation shall be four hundred (400) hours of vacation leave. Vaction payoff upon separation shall be compensated at current regular rate of pay for any vacation accrued but not taken.

B. Holidays

1. Ambulance Operators shall be paid for twelve (12) holidays per year, as follows:

Independence Day, July 4
Labor Day, first Monday in September
Thanksgiving Day
The day following Thanksgiving Day
Christmas Eve, December 24
Christmas Day, December 25
New Year’s Eve, December 31
New Year’s Day, January 1
Martin Luther King Jr. Day, third Monday in January
President’s Day, Third Monday in February
Memorial Day, last Monday in May
Floating Holiday
The holiday shall be observed on Friday when the actual legal holiday falls on Saturday.

The holiday shall be observed on Monday when the actual legal holiday falls on Sunday.

1. Floating Holiday Hours. Each employee shall be granted nine (9) hours of RESO NO. 2024-XX
May 21, 2024
floating holiday leave time on July 1 of each fiscal year. This time shall not be carried over from one fiscal year to the next. Newly hired employees shall be granted nine (9) hours of floating holiday leave time if hired between July 1 and December 31 of each year and four and one-half (4.5) hours of floating holiday leave time if hired between January 1 and June 30 of each year.

C. Sick Leave and Bereavement Leave

1. Sick Leave. Employees shall earn eight (8) hours of sick leave per month. Sick leave shall be earned, commencing on the first day of employment, and shall accrue on a bi-weekly basis. Sick leave utilization for dental appointments, medical examinations and/or due to death or serious illness in the immediate family shall be limited to a maximum of ninety-six (96) hours per fiscal year.

2. Sick Leave Authorization Due to Death or Serious Illness in the Immediate Family.

An employee shall be allowed sick leave due to death or serious illness in the immediate family. Immediate family as used in this Section is limited to: the employee’s parents and grandparents (natural, adoptive, foster, by marriage or legal guardians), current spouse, registered domestic partner, children and grandchildren (natural, adoptive, foster, or by marriage or domestic partnership), parents-in-law (or by domestic partnership), siblings, and siblings-in-law (or by domestic partnership). In the event of death in the immediate family, a death certificate or other acceptable evidence may be required by the Department Director/Chief before the sick leave is allowed. In the event of a serious illness in the immediate family, a medical certificate from an acceptable medical authority or a personal statement of such illness and an explanation of the need for the employee’s absence, may be required by the Department RESO NO. 2024-XX
May 21, 2024
Director/Chief. Such leave may take travel time into consideration. The amount of sick leave used in either of these two circumstances shall be reported on the appropriate leave request form.

3. Bereavement Leave. An employee shall be allowed twenty-seven (27) hours of bereavement leave for each incident of a death of an immediate family member (as defined in Section 2 of this Article) in the event of a death in the immediate family. This bereavement leave is in addition to the sick leave which an employee may use for death in the immediate family.

RESO NO. 2024-XX
May 21, 2024
APPROVED and ADOPTED THIS 21ST DAY OF MAY, 2024.
______________________________
Christine Marick, Mayor
ATTEST: __________________________
Lillian Harris-Neal, City Clerk
I, Lillian Harris-Neal, City Clerk of the City of Brea, do hereby certify that the foregoing resolution was introduced at a regular meeting of the City Council of the City of Brea, held on the 21st of May 2024, and was adopted by the following votes:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAINED: COUNCILMEMBERS:

DATED: ______________________________
_____________________________________
Lillian Harris-Neal, City Clerk
City of Brea
City Council Regular Meeting Communication
Monthly Report of Investments for the City of Brea for Period Ended April 30, 2024 Meeting
Tuesday, May 21, 2024, 7:00 PM
Agenda Group
CONSENT CALENDAR Item: 4H
TO
Honorable Mayor and City Council Members
FROM
Bill Gallardo, City Manager

RECOMMENDATION
Receive and file.

BACKGROUND/DISCUSSION
The Monthly Report of Investments is prepared in accordance with Government Code Sections (GCS) 41004 and 53607 and contains information on the City's investment activities for the month of April. Cash for day-to-day activities is deposited in the demand and interest-bearing checking accounts. The Local Agency Investment Fund (LAIF) is used for short-term investments and functions like a savings account. In addition, on June 6, 2023, with the recommendation of the Investment Advisory Committee, the City Council authorized the use of Treasury Bills and other short-term investments as a LAIF alternative. The City’s investment portfolio is for long-term investments, and is managed through Chandler Asset Management (Chandler). Together, the short and long-term investment accounts represent the City’s investment portfolio.

Attachment A includes an Investment Information Summary and Monthly Account Statement prepared by Chandler. The book value represents the cost of investments, plus or minus amortization/accretion. As of April 30, 2024, the total market value of the managed investment portfolio, including accrued interest, was $90,109,675 as compared to $90,754,539 at March 31, 2024. The weighted average investment yield for April 30, 2024 was 2.76%, which was slightly higher than the prior month. The City’s Local Agency Investment Fund (LAIF) had a total market value, including accrued interest of $21,047,188 at April 30, 2024. Also, the balance of the City's Liquidity account at March 31, 2024 was $2,045,354, which brings the total value of the City’s investment portfolio as of April 30, 2024 to $113,202,217 as compared to the revised balance of $104,782,847 at March 31, 2024.

The City has restricted cash and investments held in the post-employment benefits trust account administered by PARS (PARS account), which is managed by PFM Asset Management (PFM) and the City's various bond reserve accounts which are managed by Chandler. Attachment A includes a monthly statement from US Bank for the PARS account, as well as a portfolio report from Chandler for each bond reserve account that is invested. As of April 30, 2024, the market value of the PARS account, including short-term cash and accrued interest was $11,208,854 as compared to $11,591,979 from the prior month. All other restricted cash investments (bond reserve accounts), including short-term cash and accrued interest, was $686,627 in comparison to $733,470 from the prior month.

Pursuant to the City's investment policy, with the exception of LAIF, direct time certificates of deposit and money market mutual funds, all City investments are held by third-party custodians. The Bank of New York Mellon Trust Company, N.A. (BNY) holds accounts managed by Chandler and US Bank holds the PARS account managed by PFM, which acts as an agent of the City. All securities are held in the name of the City of Brea. The City of Brea has sufficient cash flow to meet its expected expenditures for the next six months.

FISCAL IMPACT/SUMMARY
The City received over $10 million of revenue in April. Some of the major sources of revenues are as follows: Franchise Fees ($1.3 million); Property Tax ($4.9 million); Sales Tax ($2.45 million); LEAP Grant ($150,000); and Utility Billing receipts Attachments
Attachment A.pdf
($1.5 million), which were temporarily invested. The overall City portfolio declined by $644,864 due to the unexpected change in bond yields and inflation which led to adjusted bond prices. The City’s PARS account also decreased by $383,125 due to similar market changes. Both of the City's portfolio managers are optimistic that bond returns will improve and will continue to on the long-term performance of the City's investments. The City’s bond reserve accounts decreased by $46,843 due to bondholder payments in the amount of $44,400 on April 1, 2024 for the 2021 Lease Revenue Bonds for the Solar and Energy Efficiency Projects as well as overall decrease in market rate adjustments in the amount $2,443.

RESPECTFULLY SUBMITTED:

William Gallardo, City Manager
Prepared by: Faith Madrazo, Financial Services Manager, Revenue Concurrence: Kristin Griffith, Director of Administrative Services and Monica Lo, Deputy Director of Administrative Services City of Brea
Cash and Investment Information
Book Market
Value Value*
Demand and Interest-Bearing Checking Accounts Citizen's Bank $ 6,520,944.99 $ 6,520,944.99 Local Agency Investment Fund LAIF $ 20,996,784.80 $ 21,047,187.83 Managed Investment Portfolio - CHANDLER Chandler/BNY $ 93,357,311.40 $ 90,109,674.91 Liquidity Account - CHANDLER Chandler/BNY $ 2,045,940.31 $ 2,045,353.95 PARS Post-Employment Benefits Trust** Highmark/US Bank $ 9,983,361.28 $ 11,208,853.75 Fiscal Agent Cash & Investments**
2010 Lease Revenue Bonds Chandler/BNY $ - $ -
2014 Downtown Brea Public Improvements CFD Bonds (CFD 1996-1) Chandler/BNY $ - $ - 2014 Water Revenue Bonds Chandler/BNY $ 421.64 $ 421.64 2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) Chandler/BNY $ 700,806.56 $ 683,633.04 2019 Olinda Ranch Public Improvements CFD Bonds (CFD 1997-1) Chandler/BNY $ 95.08 $ 95.08 2019 Water Revenue Bonds Chandler/BNY $ 869.11 $ 869.11 2020 Water Revenue Refunding Bonds Chandler/BNY $ 456.16 $ 456.16 2021 Lease Revenue Refunding Bonds Chandler/BNY $ 1,151.60 $ 1,151.60 Sub-total - Fiscal Agent Cash & Investments $ 703,800.15 $ 686,626.63 Report Grand Total $ 133,608,142.93 $ 131,618,642.06
* Includes accrued interest on invested funds
** Reserve Fund
April 30, 2024

ATTACHMENT A