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Agenda packet

Placentia City Council
December 5, 2023

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Agenda packet
Meeting
December 5, 2023
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Placentia City Council
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4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 1 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have caused Amendment No. 1 to this Public Works Agreement are to be executed as of the day and year first above written.

CONSULTANT CITY OF PLACENTIA
tV,,6/ tk-a l$ark?m yawn.

By: By:

Gevorg Hambardzumyan Damien R. Arrula
Square Signs LLC, dba Front Signs City Administrator
11/28/2023
ATTEST:

By:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

By:

Christian L. Bettenhausen, City Attorney

Page 2 of 2 ends

FRONTSIGNS
signage solutions
solutions
Bill To
Quote Number
Quote Date
00058364
11/2/2023
Square Signs LLC DBA Front Signs
3520 W Valhalla Dr.

Burbank, CA, 91505
(818) 290-3269
[email protected]
https://www.frontsigns.com
Ship To
Account Name City of Placentia
Sales Rep
Selda
Product Description
Quantity
Sales
Price
Subtotal
Signs
Signs
Signs
Signs
Signs
Fabricate and install primary vehicle direction sign (B01) with painted pattern and support hardware, demolish existing sign and post as needed.

Fabricate and install secondary vehicle direction sign (B02) with painted pattern and support hardware, demolish existing sign and post as needed.

Fabricate and install B03 small vehicle direction sign and with painted pattern support hardware, demolish existing sign and post as needed
Fabricate and install secondary vehicle direction sign (B04) with painted pattern and support hardware, demolish existing sign and post as needed.

Fabricate and install decorative fluted post.

Signs Demolish existing signs & posts.

Discount Discount
This estimate is valid for 30 days
Subtotal
Tax
Grand Total
Initial 50% deposit is required to start the project for projects over $1000.

Remaining project balance needs to be paid prior to installation/pick up.

For permitted projects, City fees will be added to the final invoice and they will be billed at cost.

In case of cancellations, service fees will apply based on the amount of work performed to date.

Accepted By Accepted Date

33.00 $1,485.70 $49,028.10

4.00 $995.40
$3,981.60

6.00 $718.10 $4,308.60

1.00 $1,697.40
$1,697.40

31.00 $996.00 $30,876.00

11.00 $490.00 $5,390.00

1.00 -$1,618.85 -$1,618.85
$93,662.85
(8.75%) $8337.15
$102,000.00

TO:

VIA:

FROM:

DATE:

Placentia City Council

CITY COUNCIL

CITY ADMINISTRATOR

DIRECTOR OF HUMAN RESOURCES
DECEMBER 5, 2023

AGENDA REPORT
SUBJECT: RESOLUTION TO AMEND THE PAY SCHEDULE FOR PART-TIME

EMPLOYEES IN COMPLIANCE WITH THE STATE MINIMUM WAGE INCREASE FISCAL
IMPACT: FY 2023-24 $2,000 ($4,000 annually) in account 104071-5005.

SUMMARY:

To comply with state minimum wage increase effective January 1, 2024, it is necessary to amend the pay schedule for part-time employees. It is anticipated that the cost to implement this minimum wage increase will cost the City approximately $4,000 per year in total compensation. Prorated costs in the amount of $2,000 will be funded by the General Fund for the remainder of the fiscal year.

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Adopt Resolution No. R-2023-91 amending the pay schedule for part-time employees to reflect state minimum wage requirements; and

2. Adopt Resolution No. R-2023-92, A Resolution of the City Council of the City of Placentia, California authorizing a budget amendment in Fiscal Year 2023-24 in compliance with City Charter of the City of Placentia §§1206 and 1209 pertaining to appropriations for actual expenditures.

STRATEGIC PLAN STATEMENT:

This item is consistent with the City Council approved 5 -Year Strategic Goal #8 to Improve City Governance, under Objective #1, which is update all rules, policies and procedures to be consistent with MOUs and State/Federal regulations.

DISCUSSION:

The City's Pay Schedule for Part -Time Positions consists of non-competitive services positions that are excluded from the civil services system. California employers are governed by federal and state minimum wage laws. For 2023, the California minimum wage was $15.50.

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City Council Agenda
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Due to cost -of -living increase required by the State's minimum wage law, effective January 1, 2024, California's minimum wage will increase from $15.50 to $16.00 per hour for all employers.

California Labor Code section 1182.12 requires an annual review of the wage rate using the U.S.

Consumer Price Index (CPI) and rate of change over the two most recent CPI rates. The California Department of Finance calculated the CPI increase for Fiscal Year 2021-2022 at

7.9 percent and for Fiscal Year 2022-2023 at 6.16 percent, thus triggering the statewide increase in minimum wage of at least 3.5 percent. For ease of payroll and to include within the first pay period for 2024, the rate increase will go into effect December 24, 2023. This will affect approximately 40 part-time employees, who now earn less than $16.00 per hour in job classifications shown on the proposed resolution and pay schedule. Staff is recommending that the City Council adopt the proposed part-time pay schedule to ensure all employees are paid at least the California minimum wage of $16.00 per hour.

The adoption of this resolution is necessary pursuant to the Personnel Rules and Regulations of the City of Placentia, Rule IV, Section 1, which states proposed compensation schedules must be submitted to the City Council for approval.

FISCAL IMPACT:

This proposal will cost the City approximately $4,000 per year in total compensation. Staff requests approval of a budget amendment in the prorated amount of $2,000 from the General Fund's fund balance for the remainder of the current fiscal year.

Prepared by
Alice Burnett
Director of Human Resources
Reviewed and approved:

Damien R. Arrula
City Administrator
Reviewed and approved:

Rosanna Ramirez
Deputy City Administrator
Attachments:

1. Resolution No. R-2023-91
a. Salary Schedule, Part -Time

2. Resolution No. R-2023-92 — Budget Amendment

RESOLUTION NO. R-2023-91

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA AMENDING THE PAY

SCHEDULE FOR PART-TIME EMPLOYEES EFFECTIVE
DECEMBER 24, 2023
A. Recitals.
(i). The City's Pay Schedule for Part -Time Employees consists of unrepresented non-competitive services positions that are excluded from the civil services system.
(ii). To comply with state minimum wage increase effective January 1, 2024, it is necessary to amend the pay schedule for part-time employees. (iii). Personnel Rules and Regulations of the City of Placentia, Rule IV, Section 1, requires approval of proposed compensation schedules by City Council. (iv). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The City Council desires to amend said Schedule for Part -Time Employees, effective December 23, 2023.

3. The Mayor shall sign this Resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

Resolution R-2023-91

Page 1 of 2 ends

PASSED, ADOPTED AND APPROVED THIS 5th DAY OF DECEMBER 2023.

Ward L. Smith, Mayor
ATTEST:

Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert S. McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 5th day of December 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Councilmembers:

Councilmembers:

Councilmembers:

Councilmembers:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Attachment:

Appendix A: 2023-91 Pay Schedule for Part -Time Employees Resolution R-2023-91

Page 2 of 2 ends

APPENDIX "A" SALARY SCHEDULE PART-TIME
EFFECTIVE DECEMBER 24, 2023
SECTION 1
The compensation of part-time employees of the City of Placentia shall be set forth in the table herein below:

STEPS

CLASS TITLE A B C D
Admin. Intern. 111111111 $16.06 $16.38 $16.71
Clerical Aide $18.54 $18.91 $19.29 $19.67
Production Coordinator $19.50 $19.89 $20.29 $20.69
Production Assistant 1111111 11111111 $16.00
Maintenance Aide $16.06 $16.38 $16.71
Police Cadet $16.06 $16.38 $16.71
Pol Reserve Off - Level 1 $21.43 $22.82 $24.21 $25.71
Lifeguard $16.23 $16.55 $16.89 $17.23
Instructor Guard $17.57 $17.93 $18.28 $18.64
Sr. Instr. Guard $19.69 $20.09 $20.49 $20.90
Pool Manager $20.82 $21.24 $21.65 $22.09
Com. Serv. Leader
Sr. Com. Serv. Leader
Com. Serv. Specialist
Sr. Com. Serv. Specialist
Program Coordinator
$16.00 I
J i
$16.23 $16.55 $16.89 $17.23
$17.57 $17.93 $18.28 $18.64
$19.03 $19.41 $19.80 $20.20
$21.00 $21.42 $21.85 $22.29
SECTION 2
Part-time employees may progress to the next salary step after satisfactorily completing a minimum of four hundred (400) hours of work at the current salary step and one year of service An evaluation of the employee's performance should be completed prior to the salary change.

SECTION 3
The following classes are elected or appointed by City Council:

CLASS TITLE SALARY 1
Mayor/Councilmembers $150.00
City Clerk $150.00
City Treasurer $50.00
Adopted by City Council 2023.12.05 Resolution No. R-2023-91

RESOLUTION NO. R-2023-92

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA AUTHORIZING A BUDGET
AMENDMENT IN FISCAL YEAR 2023-24 IN COMPLIANCE
WITH CITY CHARTER OF THE CITY OF PLACENTIA §§ 1206
AND 1209 PERTAINING TO APPROPRIATIONS FOR
ACTUAL EXPENDITURES.

A. Recitals.
(i). The adopted budget for the 2023-24 Fiscal Year sets out estimated appropriations for City expenses throughout the year.
(ii). From time to time the adopted budget must be adjusted when precise expenditures are finally determined or when estimated expenditures exceed projected costs allocated.
(iii). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The adopted budget for Fiscal Year 2023-24, via Resolution No. R-2023-42, is hereby amended to reflect the following expenditure of funds from the Account specified to the Account specified:

Fund Description Department GL Account JL Amount Type
Account
General Fund Part -Time Community 104071-5005 $2,000 Increase Salaries Services

3. The Mayor shall sign this resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

Resolution R-2023-92

Page 1 of 2 ends

PASSED, ADOPTED AND APPROVED THIS 5th DAY OF DECEMBER
2023.

Ward L. Smith, Mayor
ATTEST:

Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert S. McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 5th day of December 2023 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Resolution R-2023-92

Page 2 of 2 ends

Placentia Cit Council
TO: CITY COUNCIL
VIA: CITY ADMINISTRATOR
FROM: DIRECTOR OF COMMUNITY SERVICES
DATE: DECEMBER 5, 2023

AGENDA REPORT
SUBJECT: ACCEPTANCE OF A RESIGNATION FROM THE SENIOR ADVISORY

COMMITTEE
FISCAL
IMPACT: NONE
SUMMARY:

The City has received email correspondence indicating resignation from the Senior Advisory Committee from Mr. Ron White. This action accepts the above indicated resignation and approves the appointment of Mrs. Marie Wahbeh to fill the vacancy on the Committee following Mr. White's resignation.

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Accept the resignation of Ron White from the Senior Advisory Committee and;

2. Approve the appointment of Marie Wahbeh to fill the vacancy on the Senior Advisory Committee following Mr. White's resignation.

DISCUSSION:

Mr. White has served on the Senior Advisory Committee (Committee) since April 2008. He has volunteered his time to the community and has been part of community projects throughout his time as a Committee Member. The City received an email correspondence on November 11, 2023, indicating Mr. White's resignation from the Committee effective immediately.

Following the City's recent Commission/Committee application/recruitment process, it was noted that Mrs. Wahbeh would be an excellent candidate to serve on the Senior Advisory Committee, should a vacancy arise. The City Council took action to approve Mrs. Wahbeh as a potential Committee Member to fill a future vacancy on the Committee. Due to Mr. White's resignation, a position on the Committee is now open and can be filled by Mrs. Wahbeh. Staff recommends the

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vacant position be filled by Mrs. Wahbeh. This action formally accepts the resignation of Mr. Ron White from the Committee and officially appoints Mrs. Marie Wahbeh to fill the vacancy.

Prepared by: Reviewed and approved:

Veronica Ortiz
Deputy Director bf=Corfimunity Services
icy
Reviewed and approved:

Damien R. Arrula
City Administrator
'\\Ot
Karen Crocker
Director of Community Services
Attachment:

Resignation email correspondence from Mr. Ron White

Daniela Escobedo
From: Felipe Zambrano
Sent: Thursday, November 30, 2023 9:42 AM
To: Daniela Escobedo
Subject: Fwd: Senior Advisory Board
Sent from my iPhone
Begin forwarded message:

From: Susan White
Date: November 29, 2023 at 1:00:26 PM PST
To: Felipe Zambrano
Subject: Re: Senior Advisory Board
On behalf of Ron White, this email is to inform the city of his resignation from the Senior Advisory Committee
effective immediately.

Susan White
On Wed, Nov 29, 2023 at 8:10 AM Felipe Zambrano wrote:

Hello Susan,
Sorry to bother you. But for our H.R. department, I do need like an actual email. As simple as:
"On behalf of Ron White, this email is to inform the city of his resignation from the Senior Advisory Committee effective immediately."
Thank you and again a I apologize for the inconvenience. 1 TO:

VIA:

FROM:

DATE:

Placentia City Council

CITY COUNCIL

CITY ADMINISTRATOR

DIRECTOR OF DEVELOPMENT SERVICES
DECEMBER 5, 2023

AGENDA REPORT
SUBJECT: PROFESSIONAL SERVICES AGREEMENTS FOR CITYWIDE ON-CALL

DIGITAL SCANNING SERVICES OF PUBLIC RECORDS
FISCAL
IMPACT: EXPENSE: $285,000 TOTAL CONTRACT NOT -TO -EXCEED AMOUNT CURRENT AVAILABLE BUDGET: $71,384 (756205-6840 JL#756205) SUMMARY:

On July 2, 2022, Staff solicited qualifications from digital scanning vendors requesting proposals to establish a three (3) year professional services agreement (PSA) for document scanning services by a qualified consultant, with the option to extend the contract for an additional two (2) year term based upon the City's discretion and contractor performance. A vast majority of citywide records are primary hardcopies or on a microfilm format. The remainder of the records have been digitized, but it only factors into a small percentage in comparison to the undigitized records the city currently maintains amongst its seven city departments.

The high-volume of city records left in either a hardcopy or microfilm format, leaves them highly susceptible to damage, misplacement, and/or potential Toss. Furthermore, the continual accumulation of records has created an ongoing demand for physical locations for the safe and convenient storage of these records. As the demand to quickly access records continues to grow and the demand for the acquisition of public records continues to spike at the request of the general public, the need to access records in a digital format has steadily become increasingly critical.

In response to this growing demand, Staff issued a formal Request for Proposals ("RFP") for on- call digital scanning services and solicited competitive proposals from qualified digital scanning vendors. A total of four (4) proposals were received. After a thorough review of proposals by Staff members represented from each respective department, the proposal from Metasource was selected as the most competitive and qualified vendor. Metasource has been selected to provide ongoing services to our city departments that will include document pickup and transport, document intake, document preparation, document scanning, image enhancement, document indexing/date capture, text searchable output, and quality inspection. This action will provide the City with available on-call services for all the digital scanning service needs of public records over the next three years.
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RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Approve a Professional Services Agreement with Metasource for professional digital scanning services of public records to provide on-call scanning services for a term of three (3) years with an option of two (2) year term based upon performance and discretion of the City, in an amount not -to -exceed $285,000; and

2. Authorize the City Administrator to approve any contract term extensions based on performance and amendments up to 10% of the contract not -to -exceed amount, or $28,500; and

3. Authorize the City Administrator to execute the above-mentioned Professional Services Agreements, in forms approved by the City Attorney.

DISCUSSION:

As a result of the need to retain professional assistance from a qualified vendor to assist Staff with the digitizing of City records, Staff prepared an RFP for these services. A total of four (4) proposals were received from qualified vendors experienced in the digitization of public records.

These proposals were evaluated by City Staff and the following are the final scores and rankings:

NO. CONSULTANT TOTAL
SCORE
1 Metasource 93
2 Avenu 85
3 GRM 82
4 File Keepers 76
Each firm's proposal was required to demonstrate its capacity to deliver comprehensive and professional scanning services. All proposals were required to outline methodology and logistics capable of meeting the goals outlined in the RFP's Scope of Work, including the steps taken by the contractor to ensure all documents are tracked, scanned, indexed and quality checked to City standards, and seamlessly integrated into either the City's Laserfiche or SmartGov record tracking systems.

Metasource provided a proposal that reflected a thorough breakdown of services and materials to complete the citywide scanning effort and offered the City with established resources, infrastructure and technologies, security, and quality assurance capabilities to successfully support the objectives and goals of the contract.

City Council Agenda
December 5, 2023

Page 3 of 3 ends

It is important to note that the digitizing effort will not be completed all at once, but rather broken into phases over the course of each calendar year. Records requiring the highest priority such as those with the highest security liability or old records susceptible to loss and/or damage will fall into the first phase of scanning, with all other records falling into the latter phases. The contracted amount will be broken up into each phased year with scanning costs determined on the demand and utilization of the scanning services.

FISCAL IMPACT:

The cumulative not -to -exceed contract amount for each proposed agreement is $285,000. The award of this contract does not commit the City to spending a specified amount for digital scanning services since the consultants will serve on an on-call basis. Due to the consultant functioning on an on-call basis, funds for scanning services each year will be budgeted as a part of preparing the City's Budget and by departmental need.

Prepared by:

Andrew Gonzales
Planning Manager
Reviewed and approved:

Joseph `Lambert
Director of Development Services
Reviewed and approved: Reviewed and approve
Jennifer Lampman
Director of Finance
Attachment:

Agreement with Metasource
Damien Rimula
City Administrator

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH

METASOURCE, LLC
THIS AGREEMENT is made and entered into this 21st day of November, 2023 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and METASOURCE, a California Limited Liabiity Company ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide city-wide diaital document scannina services for the purposes of record retention for each citywide department/division as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:

(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above- mentioned laws, which may be incurred by solely by reason of a judicial order finding of Consultant's material breach of performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independantly applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.
2 Metasource, LLC

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed two hundred eighty-five thousand dollars Dollars ($ 285,000.00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Administrator or his/her designee is authorized to approve a Change Order for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice.

Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the scope of services approved by City as set forth in Exhibit "A."

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance 3 Meiasource, LLC

with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on October 17, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The contract may also be extended for an additional two-year term based on the City's discretion and contractor performance.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4 Metasource, LLC

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the City Clerk's Office the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of 5 Metasource, LLC

Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City Clerk's Office before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant.

If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance 6 Metasource, LLC

provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.
7 Metasource, LLC

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT:

Metasource, LLC
3630 E. Miraloma Street
Anaheim, CA 92806
Tel: (805) 508-5743
Mobile: (714) 334-1322
Attn: Steve Cooley
With a copy to:

MetaSource, LLC
Legal Department
12162 South Business Park Drive
Suite 113
Draper, UT 84020
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8124
Fax: (714)961-0283
Attn: City Clerk

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
8 Metasource, LLC

6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

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

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
9 Metasource, LLC

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design 10 Metasource, LLC

drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headinas. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the 11 Metasource, LLC

offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A municipal corporation
City Administrator
ATTEST:

Robert S. McKinnell, City Clerk
12 Date:

Metasource, LLC

CONSULTANT
Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Rosanna Ramirez, Deputy City
Administrator
APPROVED AS TO CONTENT:

Project Manager

DEPARTMENTAL APPROVAL
Name, Title
13 Date:

Date:

Date:

Date:

Date:

Metasource, LLC

EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
14 Metasource, LLC

EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
15 SRODATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 9/27/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER Phone No.: (212) 486.0200 I CONTACT NAME: Andy Moy EPIC Insurance Brokers & Consultants
1140 Avenue of the Americas
New York, NY 10036
E-MAIL ADDRESS: [email protected]
INSURERISI AFFORDING COVERAGE NAIC #
INSURER A: American Zurich Insurance Company 40142
INSURED INSURER B: American Guarantee and Liability Ins. Co. 26247 INSURER C: Indian Harbor Insurance Company 36940
INSURER D: Beazley Insurance Company 37540
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH DOCK ES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

MetaSource, LLC
12162 South Business Park Dr.

Suite 113
Draper, UT 84020
INSR

LTR TYPE OF INSURANCE
A x COMMERCIAL GENERAL LIABILITY LL

CLAIMS -MADE JC I OCCUR
X Contractual Liability
GEN'L AGGREGATE LIMIT APPLIES PER:

PRO-

JECT LOC
X
POLICY
OTHER:

A AUTOMOBILE LIABILITY
B
A

X ANY AUTO

ALL OWNED
AUTOS

X HIRED AUTOS
x

UMBRELLA LIAB

EXCESS LIAB

SCHEDULED
AUTOS

X NON -OWNED
AUTOS

X OCCUR

CLAIMS -MADE
DED X RETENTION $10.000

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
C Cyber/Tech and E&O
YIN
N

ADDL SUBR

INSD WVD
NIA

POLICY NUMBER
CPO -5721462-00

POLICY EFF POLICY EXP
1/4M/nfM/YY1 (MMInn vwi
69/27/2023 09/27/2024
CPO -5721462-00 09/27/2023 09/27/2024
AUC -5721465-00 09/27/2023 09/27/2024
WC -5721463-00 09/27/2023 09/27/2024
LIMITS
EACH OCCURRENCE $1,000,000
DAMAGE TO RENTED $1,000,000
PREMISES (Ea occurrence)
MED EXP (Any one person) $ 15,000
PERSONAL & ADV INJURY $1,000,000
GENERAL AGGREGATE $2,000,000
PRODUCTS - COMP/OP AGG $2,000,000

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)

EACH OCCURRENCE

AGGREGATE

PER OTH-

X STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
$1,000,000
$
$
$
$
$20,000,000
$20,000,000
$
$1,000,000
$1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
MTP904172602 09/27/2022 10/27/2023 Limit: $5,000,000 Each Claim & Annual Agg.

D Crime and Employee Dishonesty V35C7D230101 09/27/2023 09/27/2024 Limit: $5,000,000 Each Occurrence DESCRIPTION OF OPERATIONS / LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate issued as evidence of above insurance.

PAGE 2 COVERAGE CONTINUES

CERTIFICATE HOLDER CANCELLATION

EVIDENCE OF INSURANCE

PROOF OF COVERAGE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 114

ACCORDANCE WITH THE POLICY PROVISION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

Page 1 of 2 ends

The ACORD name and logo are registered marks of ACORD

ACORD

ADDITIONAL REMARKS SCHEDULE
NAMED INSURED: CERTIFICATE HOLDER:

MetaSource, LLC
12162 South Business Park Dr.

Suite 113
Draper, UT 84020

ADDITIONAL REMARKS / COVERAGE CONTINUED
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES:

Additional Named Insureds:
• Orion Financial Group, Inc.
• Digiscribe International, LLC

EVIDENCE OF INSURANCE

PROOF OF COVERAGE
Excess Cyber/Tech and E&O:

Policy Number: 01MRCT000025900
Policy Term: 02/27/2023 — 10/27/2023
Limit: $5M excess of $5M - Total Limit at $10,000,000; Coverage includes Network Security Liability.

Insurer Affording Coverage: Lloyd's Underwriter Syndicate Excess Crime:

Policy Number: 652501278
Policy Term: 09/27/2023 — 09/27/2024
Limit: $5M excess of $5M - Total Limit at $10,000,000; Coverage includes Employee Theft & Computer Fraud or Fraudulent Transfer Insurer Affording Coverage: Continental Casualty Insurance Company (NAIC #20443) ACORD 25 (2016/03)

Page 2 of 2 ends

© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

TO:

VIA:

FROM:

DATE:

Placentia City Council

CITY COUNCIL

CITY ADMINISTRATOR

INFORMATION TECHNOLOGY MANAGER
DECEMBER 5, 2023

AGENDA REPORT
SUBJECT: AWARD OF PROFESSIONAL SERVICES AGREEMENT TO SDI PRESENCE

FOR CREATION OF FIVE-YEAR INFORMATION TECHNOLOGY MASTER PLAN FISCAL EXPENSE: $ 83,925 TOTAL PROJECT COST
IMPACT: BUDGETED: $100,000 (109800-6770 JL#24902)
SUMMARY:

The purpose of developing a City IT Master Plan is to develop a formal five (5) year Information Technology (IT) Master Plan for the City that will assess the current infrastructure and provide recommendations for future technology needs, based upon industry best practices. This includes technology systems, telecommunications, hardware, software, and human capital to support Information Technology.

Recognizing the ever -evolving digital landscape in IT and wanting to ensure that the City remains adaptable and successful with its available IT resources, including staffing, IT governance, capital, and operating funds, the City initiated a Request for Proposals to identify a highly qualified firm to create a five (5) year IT Master Plan. In September 2022, Staff released a Request for Proposals (Attachment "1"), for an IT Master Plan and received a total of ten proposals. Each proposal was evaluated by a selection committee and Staff recommends entering into an agreement with SDI Presence for the creation of a five (5) year IT Master Plan.

The IT Master Plan will serve as a guiding document that not only aligns IT initiatives with business objectives but also provides a structured approach to management, risk mitigation, budgeting, innovation, and overall organizational success during the next five years of IT operations. It will also set a vision for the Information Technology department. This action will award an agreement with SDI Presence in the amount of $83,925.

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Approve a Professional Services Agreement with SDI Presence to develop a five (5) year Information Technology Master Plan in an amount not -to -exceed $83,925; and

2. Reject all other proposals received; and

3.a.

Dec. 05, 2023

City Council Agenda
December 5, 2023

Page 2 of 3 ends

3. Authorize the City Administrator and/or his designee to execute all necessary documents in a form approved by the City Attorney.

STRATEGIC PLAN STATEMENT:

This item conforms to Strategic Plan Goal 5 and Objective 5.7 to Create a Comprehensive Information Technology Master Plan
DISCUSSION:

The purpose of developing a City IT Master Plan is to develop a formal five (5) year Information Technology Master Plan for the City that will assess the current infrastructure and provide recommendations for future technology needs, based upon industry best practices. This includes technology systems, telecommunications, hardware, software, and human capital to support Information Technology.

Recognizing the ever -evolving digital landscape in Information Technology and wanting to ensure that the City remains adaptable and successful with available IT resources, including staffing, IT governance, capital, and operating funds, the City initiated a Request for Proposals to identify a highly qualified firm to create a five (5) year IT Master Plan.

In September 2022, Staff released a Request for Proposals (Attachment "1"), for an IT Master Plan and received a total of ten proposals. Each proposal was evaluated based on the following matrix: 1) Firm's approach and plan; 2) Expertise and Experience in IT Master Plans; 3) Cost of Services, including fees and travel costs; and 4) References and scheduling to complete the project on time and within budget.

Name of Company Bid Amount
Ardent Technologies $787,803
Baker Tilly US, LLP $94,800
BerryDunn $108,230
Consultnet Group Inc. $76,000
Government Technology Group, LLC $58,900
Moss Adams LLP $74,184
Oxalis Solutions, LLC $93,100
SDI Presence LLC $83,925
Technology Plus $89,040+
ThirdWave Corporation $91,798+
Based upon the initial evaluation, three firms (Moss Adams LLP, SDI Presence and ThirdWave Corporation) were invited to interview with the City. Prior to the interview process, client references were evaluated and ranked according to the aforementioned criteria. Upon completion of the interview process, SDI Presence ("SDI") ranked highest, and is therefore being recommended for the contract award based upon the following factors:

City Council Agenda
December 5, 2023
Page3of3
Expertise & Experience: SDI has many years of IT consulting and solutions provider background. With their acquisition of California based, NexLevel Information Technology; they bring to the table, a well-balanced group of individuals whom have prior local government experience and resources that have fulfilled over 90 IT Assessment & Master Plans within the State of California alone.

Availability and Scheduling:. SDI's project team and dedicated project manager are located 30 minutes away from the City (Los Angeles Office) and will be conducting much of the project on-site tailoring to the flexibility of time, needs and requests of the City.

Meeting Citv's Needs: Unlike some providers examined, SDI prefers to have consultants conduct interviews and workshops on-site and face-to-face to ensure a thorough understanding of concerns and priorities. No additional fees or travel expenses are required and already calculated within the proposed cost. SDI will also conduct a Citywide Physical Inventory of all Technology equipment.

Based upon the aforementioned information, SDI exhibits the capability, capacity, and experience to create the IT Master Plan and Staff recommends the City enter into an agreement with them to facilitate the proposed project.

FISCAL IMPACT:

The proposed project with SDI Presence is $83,925. A total of $100,000 has been budgeted in the Fiscal Year 2023-24 Capital Improvement Project Budget. As such, sufficient funds exist for the recommended action.

Prepared by:

Daniel Chang
Information Technology Manager
Reviewed and approved:

Jennifer L-mpman
Finance Director
Reviewed and approved:
/t4
Rodanna Ramirez
Deputy City Administr
Reviewed and approved:

Damien-R:�rrula
City Administrator
Attachments:

1. RFP for Information Technology Master Plan

2. Professional Services Agreement with SDI

Request for Proposals for

INFORMATION TECHNOLOGY

MASTER PLAN
City of Placentia
401 East Chapman Avenue
Placentia, California 92870
Issue Date:

August 31, 2023
Deadline for Submittal:

September 29, 2023

CITY OF PLACENTIA

NOTICE INVITING PROPOSALS
FOR

INFORMATION TECHNOLOGY MASTER PLAN

INTRODUCTION
The City of Placentia ("Placentia" or "City") is soliciting Request for Proposals (RFP) from qualified Consultants ("Proposer" or "Firm") to help develop a 5 -Year Information Technology Master Plan. The City seeks a qualified Consultant to develop an IT (Information Technology) Master Plan to guide the City over the next five years in assessing, planning, procuring, implementing, and managing current and future investments in IT infrastructure operations and technical resources. This plan should be a "living" document that becomes the basis for regular review and adjustment of the 5 - year future with respect to infrastructure, equipment, software, staffing, and the effective use of technology to support the work of the City. The proposed IT Master Plan should serve as the road map for addressing the short and long-term business systems needs of the City and improve the balance between demand for new and emerging technology, and available IT resources, including staffing, IT governance, capital, and operating funds.

There is no express or implied obligation for Placentia to reimburse the responding firms for any expenses incurred in preparing proposals in response to this request.

To be considered responsive to this RFP, all proposals must be submitted via PlanetBids at https://pbsystem.planetbids.com/porta1/54600/portal-home by 5:00 p.m. on September 29, 2023
Proposals submitted will be reviewed by an Evaluation Committee.

During the evaluation process, the Evaluation Committee and the City reserve the right, where it may serve the City's best interests, to request additional information or clarification from proposers, or to allow corrections of errors or omissions. At the discretion of the City or the Evaluation Committee, firms submitting proposals may be requested to make oral presentations as part of the evaluation process.

The City reserves the right to retain all proposals submitted and to use any ideas in a proposal, regardless of whether that proposal is selected. Submission of a proposal RFP 1 City of Placentia Information Technology Master Plan 1

indicates acceptance by the proposing consultant of the conditions contained in this request for qualifications, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the consultant selected.

The City reserves the right to reject any or all proposals, to waive any non -material irregularities or information in any proposal, and to accept or reject any items or combination of items.

Background
The City of Placentia is a charter city, with an elected City Council, City Clerk, and Treasurer and a professional City Administrator, with an annual General Fund budget of over $40 million and a total budget of over $45 million for fiscal year 2022-2023.

Placentia has a five -member City Council which functions as the policy making and governmental body. The five elected officials serve staggered four-year terms, and the Mayor and Mayor Pro -Tem are appointed from among the Council Members each year.

The City of Placentia serves an area of 6.6 square miles with a population of approximately 55,000. In 2022, the City hired an IT Manager which is within the City's Administrative Services Department. The IT Manager provides oversight of all City IT functions and management of the IT Managed Service Provider supporting all City staff.

The City currently has approximately 190 authorized full time staff positions and provides a full range of services, including Police, Fire and Life Safety, a Public Safety Communications Center, street maintenance, park maintenance, public improvements, planning, developmental services, recreation activities, and various other community services. In addition, there are the standard internal support departments that include Administration, Finance, Human Resources, Risk Management, and Communications.

1. PROJECT OVERVIEW

1.1 Purpose
The purpose of the RFP is to solicit proposals from qualified professionals with experience in Information Technology needs and operations involving local government to develop a formal 5 -year Information Technology Master Plan for the City that will assess the current infrastructure and provide recommendations for future technology needs, based on industry best practices. This includes technology systems, telecommunications, hardware, software, and human capital to support information Technology.

Proposers responding to this RFP must have proven expertise and extensive experience in the assessment of IT Systems and a successful track record of creating and implementing IT strategic plans for municipalities and similar public agencies as demonstrated by successfully performing similar work that has achieved the desired outcome of the clients and has met the goals of reliability and sustainability.

RFP 1 City of Placentia Information Technology Master Plan 2

1.2 Overview
The selected firm will prepare an IT Master Plan that contains specific goals, coupled with a suggested Implementation Plan that includes timing, anticipated costs and funding sources for each Implementation Action, and which Implementation Actions shall be assessed and identified in the IT Master Plan. After review, staff will select partial/complete Implementation Action(s) for action.

Consultants responding to this RFP must have proven expertise and extensive experience in the assessment of IT Systems and a successful track record of creating and implementing IT strategic plans for municipalities and similar public agencies, including experience with public safety systems and related infrastructure, enterprise resource planning, and online services.

The City's IT Department currently supports all networks, network security, desktop support and mission -critical business applications. The City's current network includes the main campus at City Hall/Police, 2 fire stations, along with 3 satellite buildings connected via fiber/VPN.

2. SCOPE OF SERVICES
The City invites proposals from qualified firms to provide managed information technology.

2.1 Expected Actions
• Perform a comprehensive assessment of the City's existing technology environment including human capital.
• Conduct a thorough analysis and provide recommendations on the City's current technology environment, including services, infrastructure, staffing, applications, cybersecurity, funding, workflow processes and business systems. • Assess the City's current IT Governance structure to ensure that it best meets the City's technology needs through the most appropriate service provision agreements, policies, resource availability and reporting relationships. • Identify practical and relevant public sector best practice, industry standards for IT Contingency Plan for Incident Response, Disaster Recovery, Business Continuity and Risk Management.
• Identify the key internal and external factors; strengths, weaknesses, opportunities, and threats (SWOT analysis)
• Identify existing and available outsourcing relationships and opportunities. • Evaluate and identify means and approaches to accommodate current and emerging technology requirements, major trends and upgrades facing the City. • Assessment of effective use of technology resources and staff access to technology services.
• Assessment of customer satisfaction, to include interviews with a wide range of city staff.
• Evaluation of moving to Cloud based technologies, support for mobile computing options, user -experience and usability strategies, storage and backup strategies, and skill levels related to the technologies needed now and likely to be needed over the next 5 years (infrastructure assessment and roadmap).

RFP 1 City of Placentia Information Technology Master Plan 3

2.2 Deliverables

1. Current state of the IT environment, including, without limitation, a full inventory of equipment, systems, networks, servers, and other essential equipment necessary to IT operations within the City.

2. Gap analysis of environment, including, without limitation any deficiencies or gaps in infrastructure, equipment, software, security, networks, email services, or business continuity and methods or recommendations for addressing such issues.

3. Recommendation for future improvements or upgrades of IT environment, coupled with strategic map, timeframe, and order of magnitude cost estimates associated with implementation.

4. A Draft Plan comprised of an executive summary, findings, and prioritized recommendations shall be produced prior to being directed to proceed with a final plan.

5. Final Master Plan comprised of:

An executive summary that effectively communicates the information reviewed A summary of findings and prioritized recommendations
A comprehensive documentation of findings and prioritized recommendations
A project plan outlining projects by priority that includes timelines and cost estimates.

Internal presentation for IT and City staff and a presentation steered toward City Council
Report Content
Within each of these deliverables, the minimum requirements will include a discussion of results discovered, the benefits and risks associated with any recommendation, as well as an order of magnitude cost estimate associated with each implementation item:

1. IT Strategy: Conduct interviews with City Department Heads and staff and other designated personnel to develop comprehensive recommendations for an IT Strategic Plan. Provide recommendations for short-term transitions as well as long-term strategic directions, including additional online services for various departments.

2. IT Risk Assessment: Use IT industry standards to perform risk assessment and gap analysis on the effectiveness of current City IT structure, security, and resourcing. Identify and mitigate potential risk vulnerabilities.

3. Technical Infrastructure: Analyze and prepare a gap analysis on the ability of the existing City hardware, network infrastructure, and support to meet the needs of current and future City initiatives. Make recommendations for in-house hardware and RFP 1 City of Placentia Information Technology Master Plan 4

infrastructure support versus hosting and/or use of contracted services.

4. IT Organizational Structure/Personnel: Review and evaluate the current IT department organizational structure, staffing levels and the use of contracted services. Perform a gap analysis of the entire IT organization including type of staff, staffing levels, distribution of staff versus future needs. Provide recommendations for IT organization, level of staff, and placement of staff to support the future needs of the City. Evaluate current IT staff skill levels and perform a gap analysis comparing current staff to skill levels required to meet proposed changes. Provide recommendations for addressing staff changes and/or staff training and education needs. Include recommendations on the need for and use of contracted resources as appropriate.

5. IT Cost Analysis: Perform a comprehensive analysis of current City IT costs and value versus public and non-public IT organizations of similar size, complexity, and nature.

3. PROPOSAL
The City discourages lengthy and costly proposals. Proposals should be complete and prepared simply and economically and provide a straightforward, concise description of the Proposer's capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content. Glossy sales and marketing brochures are not necessary or desired.

Proposers must follow all formats and address all portions of the RFP set forth herein, providing all information requested. Proposers may retype or duplicate any portion of this RFP for use in responding, provided that the proposal clearly addresses all of the City's information requirements.

3.1 Requirements & Questions
All inquiries regarding this Request for Proposals should be directed to Daniel Chang, IT Manager, in writing sent to via the bidding portal only. No verbal responses will be given.

A copy of the inquiry and the response from the City shall be forwarded to all firms receiving a copy of this Request for Proposals who registered with the City (per the requirements listed below).

Cover Letter
All Proposals must be accompanied by a cover letter. The letter must provide a written transmittal of the proposal in the form of a standard business letter. The Cover Letter will reference and respond to the following subsections and attach corresponding documentation as required. The letter shall:

Identify legal name, contact information, including corporate office and local office address, telephone number, website and email address.

Summarize key elements of the proposal.

Be signed by a company officer empowered to bind the Proposer to the provisions of this RFP and any contract awarded pursuant to it.

State that the proposal remains valid for at least 120 days.

State whether the Proposer or any individual who will perform work under the contract has a possible conflict of interest and, if so, the nature of that conflict RFP 1 City of Placentia Information Technology Master Plan 5

- Confirm understanding of the services requested in the RFP and ability of the proposing firm to provide those services.

Qualifications

1. Consulting company must have a minimum of three (3) years of experience developing IT Strategic Plans.

2. Consulting company must be 100% independent, defined as receiving no fees or commissions from any manufacturer, vendor, or organization that could potentially be considered for the City as a qualified provider of hardware or software.

3. Consulting company must have prior experience with similar projects in the public sector.

4. Consulting company must be willing to accept and execute the City's Consultant Services Agreement.

Scope of Work and Service Level Agreements
Provide a conceptual framework for services to the City. The Proposer must provide a detailed description of its approach and methodologies to the requested Scope of Services. Indicate features, skills and services which will enable the firm to provide services promptly and in a timely manner. Provide a Service Level Agreement target matrix with response times and fees described in proposal. Scope a plan of transition, indicating transition period, timelines, and other key procedure information.

Anticipated Work Products
The selected vendor will be expected to draft a 5 -year IT Master Plan consisting of an executive summary, findings, recommendations, and proposed implementation plan. The plan shall compare current operations with industry standards and use such comparison as the basis for recommended actions. After review and consultation of the draft IT Master Plan with City staff, a final IT Master Plan, which will be created from the draft IT Master Plan and incorporate recommendations and strategies from City staff, will be submitted to the City Council for approval. Both the draft and final IT Master Plan shall include order of magnitude cost estimates associated with proposed work and resource procurement.

As a final deliverable, consultant will provide a presentation to City Council for approval of the IT Master Plan, including methodologies utilized in its development.

All communication related to this RFP must be in writing via PlanetBids. Unauthorized contact regarding this RFP with other City staff may result in disqualification.

All responses must be received by the City of Placentia through PlanetBids no later than 5:OOpm, September 29, 2023. Late responses will not be accepted.

RFP 1 City of Placentia Information Technology Master Plan 6

3.3 Exceptions to Proposed Terms and Conditions
Describe in detail any exceptions to the RFP or the proposed terms. The City shall reserve the right to determine if the exception is reasonable. Proposal must not be marked as confidential or proprietary. The City reserves the right to reject, during the negotiation process, any issues not identified in the Proposal.

3.4 Miscellaneous Conditions
The City is not liable for any costs or expenses incurred in the preparation of a response to this RFP and may withdraw or modify this request at any time. The selected Consultant will be required to enter into an Agreement with the City of Placentia on a form approved by the City Attorney.

Proposals submitted early may be withdrawn by the firm prior to the Proposal Due Date specified above. Following the Proposal submittal due date, the Proposal constitutes a binding offer and may not be withdrawn by the firm prior to the award.

The City reserves the right to negotiate additional pricing and services with the selected firm after concluding the RFP process.

The City of Placentia reserves the right to: (a) waive minor irregularities or variances, non- material bid formalities or defects in any proposal; (b) reject any and all proposals, in whole or in part, submitted in response to this solicitation; (c) request clarifications from all firms; (d) request resubmissions from all firms; (e) make partial, progressive or multiple awards; and (f) take any other action as permitted by law and/or the City's Procurement Ordinance.

4. PROPOSAL RESPONSE PRICING REQUIREMENTS
All proposals will be evaluated on the same model selected by the evaluation committee.

5. SELECTION CRITERIA
Each proposal will be reviewed to ensure that the firm submitted a transmittal/cover letter, narrative proposal that is responsive to the City's requirements as set forth herein, and a separately packaged cost proposal. Failure to meet these requirements may be cause for rejection of a proposal. Additionally, the committee may, in its sole discretion and during its evaluation, request presentations/demonstrations with one or more selected firms.

Only those proposals that meet or exceed the intent of mandatory requirements will be further evaluated. An evaluation committee will review all proposals received and determine a ranking.

The City reserves the right, at its sole discretion, to request clarifications of proposals or to conduct discussions for the purpose of clarification with any or all Proposers. The purpose of any such discussions shall be to ensure full understanding of the proposal.

Discussions shall be limited to specific sections of the proposal identified by the City and, RFP 1 City of Placentia Information Technology Master Plan 7

if held, shall be after the initial evaluation of the Proposals is complete. If clarifications are made because of such discussion, the Proposer shall put such clarifications in writing.

6. GENERAL CONDITION
A. Inquiries

1. EVALUATIONS OF PROPOSALS AND AWARD OF CONTRACT(S): This solicitation has been developed in the Request for Proposal (RFP) format.

Accordingly, Proposers should take note that multiple factors will be considered by the City in awarding the Contract(s). Price alone will not be the sole determining factor.

2. PRICE GUARANTEE: The Proposer shall guarantee the pricing offered for a period of 120 calendar days from the due date of proposals.

3. PROPOSER REGISTRATION: All potential proposers must register with PlanetBids to download RFP materials and/or submit a proposal. RFPs will only be accepted via PlanetBids.

4. INQUIRIES: Any questions technical or otherwise, pertaining to this RFP must be submitted in writing via PlanetBids
Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of Addenda e-mailed to all parties expressing interest in such. The deadline for all questions is September 14, at 5:OOpm.

Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. Responses to questions will be available and distributed via e-mail no later than two weeks after the deadline.

B. Ownership of documents

1. All work products (i.e., documents, data, studies, drawings, maps, models, photographs, and reports) prepared by consultant under this agreement, whether paper or electronic, shall become the property of the City of Placentia for use with respect to this project, and shall turned over to the City upon completion of the described services or any phase thereof, as contemplated by this agreement.

2. Contemporaneously with the transfer of such documents, the consultant hereby assigns to the city and consultant thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written materials, drawings, plans, specifications, or other work prepared under this agreement, except upon the City's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The consultant shall, upon the request of the City, execute any further document(s) necessary to further effectuate this waiver and disclaimer.

RFP 1 City of Placentia Information Technology Master Plan 8

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH

SDI PRESENCE LLC
THIS AGREEMENT is made and entered into this 5th day of December 2023 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and SDI PRESENCE , a California LLC ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide INFORMATION TECHNOLOGY MASTER PLAN as more fully described herein; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;

(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization 2 SDI PRESENCE, LLC
Rev. 08/2017

by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A." Consultant's total compensation shall not exceed EIGHTY-THREE THOUSAND, NINE HUNDRED TWENTY-FIVE Dollars ($83,925.00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice.

Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.
3 SDI PRESENCE, LLC
Rev. 08/2017

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of four months, ending on April, 30, 2024 unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the 4 SDI PRESENC=, ILC
Rev. 08/2017

possession of the Consultant. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant.

If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate. 5 SDI PRESENCE, LLC
Rev. 08/2017

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property. 6 SDI PRESPNC,
Rev. 08/2017

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Prosect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT:

SDI Presence - LA
6080 Center Dr. 6th Floor
Los Angeles, CA 90045
Tel: 714-975-4150
Attn: Patrick Griffin
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: 714-993-8204
Attn: Daniel Chang

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all 7 SDI PRESENICE, Li C
Rev. 08/2017

costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the 8 Rev. 08/2017

independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

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

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). 9 SDI PRESENCE, LLC
Rev. 08/2017

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
10 SDI PRESFNCF. LLC
Rev. 08/2017

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A municipal corporation
Damien R. Arrula, City Administrator
11 Date:

SDI PRESENCE, LLC
Rev. 08/2017

ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia

CONSULTANT
Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Krystle Murillo, Risk Management
APPROVED AS TO CONTENT:

Daniel Chang, IT Manager
DEPARTMENTAL APPROVAL:

Rosanna Ramirez, Deputy City Administrator
12 Date:

Date:

Date:

Date:

Date:

SDI PRESENCE, LLC
Rev. 08/2017

EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
13 SDI PRESENCE, LLC
Rev. 08/2017

EXHIBIT B

INSURANCE
14 SDI PRESENCE, I I C
Rev. 08/2017

Proposal Prepared For:

City of Placentia
Information Technology Master Plan
September 29, 2023
Respectfully Submitted By:
11 SDI

SDI PRESENCE LLC
Patrick Griffin
Managing Director
pgriffin(a)sdipresence.com
714-975-4150
SDI Presence — LA l 6080 Center Dr, 60h Floor, Los Angeles, CA 90045 I www.sdipresence.com { Toll: 888.YOUR.SDI (888.968.7734)

)(SDI
[)I !' P. ES ENCE LlC

TABLE OF CONTENTS
Cover Letter 1
Qualifications 3
Scope of Work and Service Level Agreements 8
Anticipated Work Products 17
Exceptions to Proposed Terms and Conditions 19

gSDI

SUI P R E S E I I C E , L C
Cover Letter
September 29, 2023
Mr. Daniel Chang - IT Manager
City of Placentia
401 E. Chapman Ave.,
Placentia, CA 92870
Re: RFP for Information Technology Master Plan
Dear Mr. Chang,
SDI Presence LLC (SDI) respectfully submits this proposal to the City of Placentia (City) in response to its Request For Proposals (RFP) for the completion of an Information Technology (IT) Master Plan. SDI provides management consulting and advisory services focused exclusively on assisting public sector agencies enhance their use of technology. Since 1999, SDI's advisory & consulting practice has supported IT assessments, IT master plans, enterprise software procurements, and implementation projects for nearly 200 west coast clients. Our successful track record includes completing more than 90 IT Assessments and Master Plans for cities, counties, special districts, and State of California agencies.

Our understanding is that the City is seeking the assistance of a qualified firm to assist with the development of a five-year IT Master Plan that will provide an assessment of the organization's current technology environment and help guide the City's future technology acquisitions. SDI is uniquely qualified to assist the City with this critical project, having worked with numerous municipalities of similar size and scope. SDI's approach to IT planning projects can be described by three simple statements:
• Where are we now? Obtain a clear understanding of the current state of the City's information technology environment including infrastructure, business applications, and the ability of the City to manage and deliver information technology services.
• Where do we need to be? Establish a shared vision of where the City's information technology environment needs to be in the future, understanding that, even as the vision is developed, emerging trends in information technology and public expectations for access to the City's information and services are continuing to evolve and change the requirements. • How do we get there? Create a documented series of steps to enable the City to transform its information technology environment from where it is currently to where it needs, or wants, to be in the future.

In order to address these statements, SDI will utilize a structured and proven project approach consisting of three major phases which include several tasks & activities; the outcome of which is the development of comprehensive and actionable deliverables. Additional details regarding SDI's project approach is provided in our proposal.

To complete this project, we will utilize a team of knowledgeable consultants who are experienced in conducting municipal IT assessments and master plans. Our team includes senior IT consultants familiar with the challenges of running municipal IT service delivery organizations and they have a long history of collaborating to successfully deliver projects similar in size and scope.

)(SDI
!ill PRE`ENCE '.LC
SDI will bring the City proven methodologies and tools based on public sector IT best practices that are closely aligned with industry standards, such as Information Technology Infrastructure Library's (ITIL) and IT service management (ITSM) standards. SDI's approach puts a priority on aligning our clients' enterprise - level business objectives and ongoing operational needs with their IT investments and available resources.

SDI's corporate office is in Chicago, Illinois. The City of Placentia account will be managed out of our Los Angeles office, 6080 Center Drive, 6th Floor, Los Angeles, California 90045. Telephone: 310-242-5807.

Website: https://sdipresence.com . The Engagement Manager for the project, Patrick Griffin, works from his home office in Orange County, and the project team all reside in the southern California area. For additional information regarding our proposal, please contact:

Patrick Griffin — Managing Director
[email protected] (714) 975-4150
SDI's advisory & consulting practice prides itself on being 100% vendor independent. This means that we have no partnerships or affiliations with software or hardware vendors, and it enables us to provide feedback and recommendations that are not influenced by potential conflicts of interest.

SDI appreciates the opportunity to submit our proposal to the City of Placentia and looks forward to working with the City on this important project. Our offer remains valid for 120 days. There is not any conflict of interest for any of the individuals who will perform the work under the contract. As Chief Financial Officer of SDI, I am authorized to bind the company.

Sincerely,
Sharee L. Wolff
Chief Financial Officer
SDI Presence LLC

)(SDI
Soi P.ESE'10E LLC
Qualifications
SDI is an IT consultancy and managed services provider (MSP) that leverages its strong team presence to advance our clients to a secure digital enterprise. With a corporate resume extending more than 25 years, SDI delivers IT advisory & consulting, strategic managed services, and hybrid infrastructure solutions to optimize our clients' technology environments. SDI has been developing IT Master Plans for our clients during the entire 25 years of its history, and we have completed over 90 IT Assessments and Master Plans for cities, counties, special districts, and State of California agencies.

SDI Presence LLC was first established in 2016, and currently employs over 300 staff throughout the United States. In November 2017 SDI joined forces with California-based NexLevel Information Technology, Inc., and the entire NexLevel consultant team transitioned to SDI. Our California-based West Coast Division includes consultants located throughout the state, with offices in Sacramento and Los Angeles.

SDI focuses on helping public sector clients assess, plan, implement, and manage complex business technology. Our full range of services is shown in Figure 1 below.

CONSULTING
• IT Strategic Planning
• IT Assessments
• Application Selection
and Procurement
• Business Process
Consulting
• Enterprise Application
Services
• Analytics/BI
• IT Portfolio/Project
Management Office
• Interim CIO/CTO
• Digital Transformation
• Traditional/Legacy Networks
• Hybrid Cloud Services
• NOC
• Virtualization/SDN
• Storage & Resilience

MANAGED SERVICES

SECURITY
• IT Infrastructure Managed • Cyber Vulnerability
Services Assessments
• Application Managed • Remediation/
Services Compliance Roadmap
• Managed Security Services
• Real Estate Managed Services
• Talent Augmentation
• ITSM Consulting
• Managed Detection
and Response
• DR/Business
Continuity
• Identity
Management
• Physical Security
Figure 1: SDI Services
SDI's West Coast Division (formerly NexLevel) has worked with more than 200 state and local government agencies across eight states to complete IT Assessments, IT Strategic Plans, GIS Strategic Plans, Network Assessments, IT Service -Level Assessments, Policy/Procedure Documentation, Project Management Organization implementations, Feasibility Studies, and Request for Proposal (RFP) Development and Procurement Management efforts. In addition to our California local government experience, SDI also has significant planning, project management, and procurement experience working with the State of California for agencies such as California Highway Patrol, Department of Justice, Department of Motor Vehicles, Department of Corrections and Rehabilitation, Department of Child Support Services, and more.

It is important to note that the SDI advisory & consulting practice has, and will continue to be, 100% independent from any technology solution provider. We pride ourselves on this independence and recognize that it is a critical attribute during the IT strategic planning process.

)(SDI
PI?ESEIIG:. LLC
SDI is recognized throughout the State of California for our services supporting public sector agencies with IT strategic planning activities. This is evident not only by the number of successful projects and client references, but also because we are commonly asked by organizations such as California Society of Municipal Financial Officers (CSMFO) and Municipal Information Systems Association of California (MISAC) to present at their annual conferences and regional chapter groups. SDI has co -presented day long pre -conference sessions dedicated to IT Master Planning and ERP procurement and implementation and has also presented on the topics of IT sustainability, IT governance, and Cloud Computing. SDI has presented more than a dozen times to CSMFO and MISAC. The fact that we are continually invited to present at these important organization's events speaks to our expertise and experience.

As shown in Table 1 below, SDI has a strong record of accomplishment in providing technology consulting services for California public sector clients. This includes the successful completion of more than 90 IT Master Plans for public sector organizations.

Table 1: SDI West Coast Client List
Municipalities
T Strate • is P an
I =171ii70
11L overnanc-
Alameda, CA
Alhambra, CA
Anaheim, CA
Arcadia, CA
Belmont, CA
Beverly Hills, CA
Branson, MO
Burbank, CA
Burlingame, CA
Carson, CA
Carson City, NV
Chino, CA
Chino Hills, CA
Concord, CA
Coronado, CA
Costa Mesa, CA
Cupertino, CA
Davis, CA
El Segundo, CA
Fairfield, CA
Fontana, CA
Fremont, CA
Fresno, CA
Galt, CA
Glendora, CA
Gilroy, CA
Glendale, CA
✓
✓
✓ ✓
✓ ✓
✓ ✓
✓ ✓
✓ ✓
✓ ✓
✓ ✓
✓ ✓ ✓
✓ ✓
✓ ✓ ✓
✓ ✓
✓ ✓
✓ ✓
✓ ✓ ✓ ✓ ✓ ✓ ✓
✓ ✓ ✓
✓ ✓ ✓ ✓
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
✓ ✓
✓ ✓ ✓ ✓ ✓
✓ ✓ ✓ ✓ ✓

)(SDI
SDI PkESEHCE :LC
Half Moon Bay, CA
Huntington Beach, CA
Indio, CA
Industry, CA
Irvine, CA
La Quinta, CA
Laguna Beach, CA
La Verne, CA
Long Beach, CA
Los Angeles, CA
T Strate•ic Pan
i
itelnnaur-Ltt
Los Banos, CA ✓ ✓
Malibu, CA ✓ ✓ ✓
Manhattan Beach, CA ✓ ✓ ✓ ✓
Merced, CA ✓ ✓ ✓
Millbrae, CA ✓
Napa, CA ✓ ✓
Newport Beach, CA ✓ ✓ ✓
Novato, CA ✓ ✓
Ontario, CA ✓ ✓ ✓
Orange, CA ✓ ✓ ✓ ✓
Oxnard, CA ✓
Pasadena, CA ✓ ✓
Paso Robles, CA ✓ ✓ ✓
Petaluma, CA ✓
Pismo Beach, CA ✓ ✓ ✓
Pleasant Hill, CA ✓
Rancho Cordova, CA
Rancho Cucamonga, CA ✓ ✓
Rancho Palos Verdes, CA ✓ ✓ ✓
Redlands, CA ✓
Redwood City, CA ✓ ✓ ✓
Rohnert Park, CA ✓ ✓
San Luis Obispo, CA ✓ ✓ ✓
San Rafael, CA ✓
San Ramon, CA ✓
Santa Barbara, CA
Santa Clara, CA
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Scope of Work and Service Level Agreements
The City seeks to partner with a consulting company that has vision and leadership in IT strategic planning. SDI brings the City the experience, expertise, and proven methods to help ensure project success. SDI has developed a comprehensive methodology designed specifically to meet the unique needs of organizations seeking to develop strategic technology plans. This methodology is based on our hands-on experience in working with public sector clients and continues to evolve as new best practices are identified.

During the initial planning phase,
SDI will work with the City's
stakeholders to craft a project
approach and task resource plan
that takes full advantage of the
City's resources and expertise
while minimizing the impact on
SDI believes that a critical component of this project is to ensure that the stakeholders and staff impacted understand the trade-offs, resources, risks, and timelines associated with the project, and have appropriate expectations prior to, and throughout, the project life cycle. To accomplish this, SDI's approach includes the following guiding principles:

Focus on an open and collaborative process that encourages a consensus among the participants and a shared commitment to the successful completion of a comprehensive IT Master plan.

Use a structured, proven approach to ensure comprehensive understanding of requirements and business needs at all levels of the City.

Strive to minimize disruption to daily City operations throughout the various processes by ensuring a well planned and executed project.

Fully identify and disclose the potential opportunities as well as the risks involved and provide realistic risk management and mitigation strategies.

Ensure that stakeholders and users have and maintain realistic expectations throughout the process.

SDI is familiar with the challenges and issues that can arise in developing such plans and skilled in managing multiple, and sometimes conflicting, stakeholder visions, missions, goals, objectives, needs, and priorities. In addition, we are sensitive to the desires of elected and appointed officials and the public for transparency and open government. Our approach carefully considers project prioritization and includes processes to help manage competing priorities to ensure that our plans consider City-wide perspectives.

We pride ourselves on helping organizations develop plans that are realistic and attainable in terms of the available budget, resources, and time.

SDI's approach to IT strategic planning is designed specifically to meet the needs of organizations seeking to develop an integrated IT Master Plan that can be used to guide technology initiatives for the next five years. It is important to note that the cornerstone of our approach is the focus and emphasis on the involvement and interaction with the department consumers of technology and those setting the business direction for the City — providing a Voice of the IT Customer to the resulting Information Technology Master Plan. The team will seek and incorporate input from all departmental technology consumers and stakeholders in the City's operating departments and divisions. Our approach includes three distinct phases.

LISTEN y PLAN MI* DELIVER
In the paragraphs on the following page, we provide a high-level description for each phase.

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Phase One — Listen: Engaging Stakeholders. The team will work with the City to lay the foundation for the timely and successful completion of the Information Technology Master Plan, including conducting planning and kickoff meetings with the objectives of engaging City staff in the planning process and identifying key issues, concerns, and requirements; then moving on to completing IT and department interviews to gain insight and allow for the voice of the user community. The team will engage with City's user community to identify opportunities to improve the quality, consistency, and sustainability of the technology services and products provided to them.

Phase Two — Plan: Analyzing the technical environment and brainstorming ideas. The team will conduct an IT Services Review to establish a baseline for technology services delivered to the City, as those services exist presently. The team will also work with the City's user community to review current business processes with the objectives of identifying opportunities for improvement, the business applications used in support of the business processes, and any issues being encountered with the business applications. Based on that foundational understanding, the team will develop findings and recommendations that will be used to align and deliver technology services into the future, ensuring the IT organization is provided with the resources — staffing, skillsets, funding, and toolsets — necessary to execute the IT Master Plan.

Phase Three — Deliver: Establishing priorities. The team will work with the City to develop the Information Technology Master Plan, including the vision of the IT Department to help clarify and socialize the City's desired direction, developing a portfolio of proposed strategic projects, and a highly collaborative implementation planning workshop in which the City's decision -makers and stakeholders will help shape a plan for the implementation of the recommendations and initiatives.

DETAILED WORK PLAN
The Information Technology Master Plan needs to cover all aspects of the business to achieve an integrated and comprehensive technology strategy. It is important to note that the cornerstone of SDI's methodology is the focus and emphasis on the involvement and interaction with the departmental consumers of technology and those setting the business direction for the City — ensuring the resulting IT Master Plan is influenced by the consumer's needs. We will seek and incorporate input from all project stakeholders and employees, up to and including Executive Management and the City's operating departments and divisions. Figure 2 illustrates the project phases, tasks, and corresponding deliverables.

Project Approach: Phases and Tasks
Phase 1
LISTEN
Phase 2
PLAN
Phase 3

DELIVER

1.1 — Facilitate Project Planning Meeting

1.2—Conduct Project Kickoff Meeting

1.3 —Conduct "Voice of the IT Customer" Survey

1.4 —Conduct IT Interviews and Review Technical Documentation

1.5 — Conduct Department Interviews

2.1—Conduct IT Services Assessment

2.2 —Optional Conduct Physical Inventory and Reconciliation

2.3 — Develop IT Assessment Report

3.1 — Develop IT Project Portfolio

3.2 — Conduct Project Prioritization Workshop

3.3 — Prepare IT Master Plan
Deliverables
1 Project Work Plan
1 Documents Request List
✓ Interview Preparation Guide
✓ Kickoff Meeting Presentation
✓ Voice of 'fie IT Customer Survey
✓ Draft and Final Survey Results Reports
✓ IT Management Scorecard
✓ Draft and Final IT Assessment Report
✓ IT Project Portfolio
✓ Prioritization Workshop Materials
✓ Draft and Final R Master Plan
Figure 2: Project Phases, Tasks, and Deliverables

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Phase 1— Listen
As a part of Phase 1, SDI will validate our understanding, as well as that of the City stakeholders, regarding the scope of work and the process for accomplishing the project's overall objectives. During this phase, SDI's goal is to understand the City's use of IT today — the current state — and establish a baseline for the development of the IT Master Plan.

To accomplish this, SDI will request and review relevant documentation and conduct interviews with City IT and department/division staff. This phase includes Activities 1.1— 1.5 and the associated deliverables, as described below.

Task 1.1 — Facilitate Project Planning Meeting
Description: SDI will conduct a meeting with the City's Project Sponsor and other key staff to complete a detailed review of the scope of work, project timeline, deliverables, project status reporting methods, project participants (i.e., Executive sponsor, subject matter experts, technical resources, etc.), and other administrative items to ensure a well-planned project. During this meeting, SDI will discuss the tools and templates that will be leveraged.

Deliverables: Project Work Plan; Documents Request List; Interview Preparation Guide Task 1.2 — Conduct Project Kickoff Meeting
Description: Since the project will have a City-wide impact, it is important to proactively communicate with all impacted staff to ensure a clear understanding of project goals and objectives, roles and responsibilities, approach, tasks, and timeline. The Kickoff meeting provides the opportunity to introduce the SDI team to the City staff and should involve the City's senior management and key departmental technology users.

Deliverable: Kickoff Meeting Presentation
Task 1.3 — Conduct "Voice of the IT Customer" Survey
Description: SDI will conduct a web -based user survey to determine overall satisfaction in terms of IT service delivery and support. The survey will be available to all City technology users and provides an opportunity to obtain their input. Once the survey is concluded, SDI will prepare a Survey Results Report summarizing the survey results and present best practices targets for each survey question.

Deliverables: "Voice of the IT Customer" Survey; Draft and Final Survey Results Reports Task 1.4 — Conduct IT Interviews and Review Technical Documentation Description: SDI will conduct interviews with IT staff to determine whether the IT infrastructure and support organization are prepared to support the current and future needs of the City. The interviews will allow for an open discussion regarding IT service delivery and the information technology needs of the City, including a review and discussion of any existing outsourcing relationships. The IT interviews will focus on the following:

What components of the City's IT infrastructure and/or applications do you support? What services do you provide to the user community and what are your service level goals? What IT best practices are you using?
What issues or challenges are you encountering?
What projects or initiatives are you working on or are planned during the next 18-24 months?

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In addition, will request and review available documentation including, but not limited to, the following:

City Goals, Business Plans, Budgets, and CIP
Previous Related Assessments and Plans
City Organizational Chart and Contact Information
Technology Governance Agendas and Minutes
In -Process or Planned Technology Project Documentation IT Disaster Recovery and Business Continuity Plans
Network Architecture Documentation
IT Service Level Agreements and IT Performance Statistics or Activity Reports Technology Vendor Listing and Agreements
Existing policies for change management, physical and cybersecurity, email, acceptable use, patch management, social media
Security baseline standards — servers, firewalls, routers, workstations Incident response plans and procedures
Network documentation and diagrams
Task 1.5 — Conduct Department Interviews
Description: The development of the IT Master Plan is dependent on a comprehensive and realistic understanding of the City's business objectives and priorities, how effectively the current applications meet the City's requirements, and how the City desires to use information technology as a key enabler in supporting its business. This look ahead at innovation must consider that not only is technology evolving rapidly, but so are public expectations regarding timely and easy access to City services and information transparency.

SDI will facilitate a series of interviews with City stakeholders and department employees to provide a forum for input and feedback about the business applications they use (including the support for them), information technology limitations, and future needs and plans. SDI will conduct interview workshops with members of Administration, City Clerk, Community Services, Community Development, Finance, Fire, Human Resources, Police, and Public Works. We anticipate up to ten (10) interview sessions and will focus on the alignment of IT services with the City's business needs and priorities. The interviews are an invaluable means of acquiring relevant and important information about the City's priorities, business process analysis, workflow, and to provide the basis for recommendations of future technology services and support. SDI prefers to have its consultants conduct on-site, face-to-face interviews where feasible to ensure a thorough understanding of concerns and priorities.

Phase 2 - Plan
During Phase 2, SDI will conduct a comprehensive review of the City's current IT support structure. SDI utilizes a structured methodology to gather information regarding all aspects of technology service delivery, including system stability, redundancy, security, and other critical factors that could affect the organization. SDI focuses on examining IT services provided by both the internal IT team and external service providers, as well as any formal IT Governance framework implemented and used by the City to provide technology services oversight. This 360 -degree review builds on previous phases and tasks and provides a picture of the overall alignment of IT services, resources, and priorities with the business objectives of the City. This phase includes Activities 2.1— 2.3 and the associated deliverables, as described on the following page.

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Task 2.1 — Conduct IT Services Assessment
Six key operational dimensions are reviewed and compared against best practices for effective IT service delivery. Weaknesses in any one dimension can adversely influence the overall effectiveness of the organization. The following dimensions specific to the City's IT Department are reviewed:

Technology Governance and IT Staffing - An examination of the current use of IT Governance (Steering Committees) within the City, their charters, and roles/responsibilities. SDI will assess the IT organization and review staff skills, levels, and capability to support the operation and maintenance of current and future systems including the use of managed service providers. SDI will also review the City's deployment of IT project management practices, planning activities, and implementation processes.

Service Delivery - An inspection of the daily operation of the IT environment including budget, service metrics, maintenance, help desk, configuration management, change management, and capacity management procedures.

Business Applications - A review of the processes and methods to support the City's business software applications. SDI will evaluate the City's core business applications, determining, and rating the implementation, features, and functionality against current capabilities and user effectiveness, including business processes and training. SDI will map these applications against an industry standard effectiveness matrix to depict the state of the current application within each product lifecycle.

Security - A high-level look at the use of software monitoring tools, virus protection procedures, physical hardware security, network vulnerability, passwords, data backup/recovery processes, physical and data security, integrity planning, network design, firewall placement, incident response, patch management, anti-virus protection and emergency operations.

Infrastructure - An overview of the network, servers, desktops, telephony, storage configurations, remote access functions, data storage, server management, and operational procedures. SDI will perform an assessment of the desktop operating systems, server operating systems, network configuration, virtualization platform(s), back-up, and storage systems. Results of these assessments will identify the current status of the IT infrastructure platform and opportunities for modernization and/or corrective measures.

Administration - A review of technology procurement processes, contract management, vendor management, software license management, budget/charge back management, and physical inventory processes. SDI will deploy an automated tool to inventory all devices and software attached to the City's network. This inventory provides the basis for a more comprehensive physical inventory of equipment, and reconciliation between the automated scan and physical location. If the City desires, this activity can be accomplished by optional Task 2.2 below.

Based on our IT review, interviews, operational dimension ratings, review of project management practices, and the governance framework, SDI will develop an overall IT Service Management Scorecard including a classification of risk (high, medium, low) based on the City's conformance with IT best practices.

Deliverable: IT Service Management Scorecard

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Task 2.2 (Optional) Conduct Physical Inventory and Reconciliation As mentioned previously, SDI has included in its overall level of effort the deployment of an automated tool to inventory all devices and software attached to the City's network. This type of inventory is typical of what is requested by our clients. However, if the City desires, SDI will complete a physical inventory (manual count) of all IT related assets, including hardware and software assets throughout the City. The completed inventory will provide information including asset description, location, asset number, age, useful life, and recommended replacement cost and timeline. The physical inventory will be reconciled against the automated network attached inventory to provide a complete picture of the current state of the IT environment, including systems, networks, servers, and other essential equipment necessary to IT operations within the City.

In addition, SDI will develop a recommended process for the on-going update and maintenance of the inventory and its use in providing expanded support to IT users. To help contain the cost to complete this inventory, SDI will work closely with the IT Department staff to utilize as much information as readily available to prepare for and execute this task.

Deliverable: Optional Physical Inventory and Reconciliation Task 2.3 — Develop IT Assessment Report
Description: In this task, SDI will develop a set of findings resulting from our review of the IT governance, infrastructure, and support services within the City, including a description of the finding, the priority level, and the recommendation (if applicable) associated with the remediation of the finding. Where necessary, SDI will develop recommendations to replace inefficient applications and equipment or implement different processes to increase efficiency. In addition, SDI will include recommendations related to current and optimal IT Department staffing and roles.

The recommendations developed by SDI will be based on our experience in working with municipalities, with an emphasis on identification of activities that have high value and that can be accomplished, for the most part, with existing resources, or if necessary, with the recommended resourcing.

Deliverables: Draft and Final IT Assessment Report
Phase 3 — Deliver
Ensuring that the City's business and IT staff priorities are aligned can greatly enhance customer and employee satisfaction, empower teams, achieve business objectives, and ensure efficient use of resources in pursuit of City goals and priorities. In Phase 3, SDI works with the City to review and analyze the findings of previous phases to identify, analyze, and prioritize projects that need to be included in the IT Master Plan. SDI brings to the City proven methods and tools to ensure identified projects are well defined, understood by the stakeholders, and prioritized using agreed upon criteria.

During this task, SDI will develop a Project Portfolio for discussion and prioritization at the Project Prioritization Workshop. The Workshop uses a multi -step process to arrive at a City-wide prioritization of identified projects that will provide the basis for a roadmap within the IT Master Plan. This phase includes Activities 3.1— 3.3 and the associated deliverables, as described below.

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Task 3.1 — Develop IT Project Portfolio
Description: SDI will develop a Project Portfolio containing projects identified through our information gathering process with City staff. For each project, SDI will document the name, description, benefits, cost, level of effort to implement, risk, and implementation timeline. A draft Project Portfolio will be distributed prior to the Prioritization Workshop so that attendees can review and be prepared for the Prioritization Workshop.

Deliverable: IT Project Portfolio
Task 3.2 — Conduct Project Prioritization Workshop
Description: SDI believes we have many unique and proven methods to develop a successful IT Master Plan; however, this activity alone sets us apart from all our competitors. Our approach uses a multi -step prioritization methodology and tools that encourages staff participation and collaboration. The workshop is designed to help drive consensus to obtain City-wide prioritization of projects. The result of the workshop will be a prioritized list of projects assigned to a timeframe. In addition, the workshop is designed to identify IT Master Plan enabling factors which are defined as key elements that must be in place or occur to allow the Plan to be a success. Examples of enabling factors include training, staffing, budget, governance, project management, and change management.

Deliverables: Prioritization Workshop Materials
Task 3.3 - Prepare IT Master Plan
Description: SDI will incorporate work products from previous tasks as the foundation for the development of the City's IT Master Plan. SDI will use this information, as well as other information provided by staff and independent research, to create a draft of the IT Master Plan and review it with the City. SDI will revise and update the IT Master Plan based on feedback from the City and will conduct a final technical and quality review of the final IT Master Plan before submission to the City's executive team.

Deliverables: Draft and Final IT Master Plan

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PROPOSED PROJECT TEAM
For this project, SDI is proposing a team of highly qualified and experienced professionals with the proven ability to complete projects on time and within budget. SDI's proposed team includes former local agency IT specialists with significant depth and expertise to address all aspects of this important project.

CITY OF PLACENTIA
Patrick Griffin
Engagement Manager
Elliott Ellsworth
Project Manager
Rick Keyes, PMP
Project Consultant
Rob Mucha
Project Consultant
Lee Curtis
Project Advisor
Figure 3 - Project Team Organization Chart
Patrick Griffin — Engagement Manager
Role: Mr. Griffin will serve as the Engagement Manager on the City's project, bringing his years of experience working with public agencies to support the City and the project team on this important project. Mr. Griffin will provide management oversight and support to the SDI project team and will interact with the City team on contractual and business-related items.

Biography: Mr. Griffin has over 40 years of experience in California local government. His municipal experience includes serving in a variety of positions including Controller, Finance Director, Community Development Director, and Assistant City Manager, with the last position including responsibility for City- wide budget, information technology, and public communications and outreach. After retiring from the public sector in 2012, Mr. Griffin began a consulting career with NexLevel Information Technology, which merged with SDI in 2017. During his consulting career, Mr. Griffin has been responsible for the procurement and implementation of several IT Strategic/Master Plans, in addition to ERP and land management system procurements and implementations for local agencies.

Elliott Ellsworth — Project Manager
Role: Mr. Ellsworth will function as the Project Manager and will provide subject matter expertise, including assisting with the identification and scoping of potential technology projects and analyzing and making recommendations regarding IT staff.

Biography: Mr. Ellsworth recently joined SDI's technology consulting practice after working in the public sector IT industry for over 30 years. He spent most of his career with the City of Ontario, providing technology expertise in a variety of positions, serving as Executive Director of IT and Chief Innovation Officer since 2005. Mr. Ellsworth's experience serving in the public sector technology industry for a large

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public sector organization provides him with significant relevant knowledge and expertise for the City's IT Strategic Plan project. Since joining SDI, Mr. Ellsworth has been actively engaged in IT assessment and strategic planning efforts for the cities of Malibu, West Hollywood, and Vista, along with the Helix Water District.

Rick Keyes, PMP — Project Consultant
Role: Mr. Keyes will provide subject matter expertise, including assisting with the identification and scoping of potential technology projects and providing assistance with development of project deliverables.

Biography: Mr. Keyes is a certified project management professional and joined SDI in 2010. He has more than 25 years of extensive information technology experience, including more than 10 years in senior management positions in state government and nearly 20 years in program/project management and vendor management in demanding public -sector environments. During his career, Mr. Keyes has been responsible for the development and implementation of enterprise IT architecture, policies and strategies, management of all aspects of application development from conceptualization through implementation, training and support, and for the integration of all business/technology solutions regardless of whether developed in-house or by 3rd -party vendors. Mr. Keyes has led or participated in IT assessment and strategic planning efforts for the Cities of Malibu, West Hollywood, Laguna Beach, Burbank, Watsonville, Rancho Palos Verdes, and the West Basin Municipal Water District.

Rob Mucha — Project Consultant
Role: Mr. Mucha will provide subject matter expertise for all aspects of the project, including data gathering activities and IT organizational assessment.

Biography: Mr. Mucha has 20+ years developing, implementing, and maintaining customized computer systems for EDS/HP Enterprise Solutions in State and Local Government, primarily in California. Mr.

Mucha is an accomplished, detail -oriented leader with proven expertise in implementing and maintaining complex IT systems built internally or through third party vendors. Adept at planning and executing projects and identifying areas for improvement, Mr. Mucha applies his in-depth organizational knowledge across multiple departments to influence stakeholder decision-making.

Since joining SDI, Mr. Mucha has assisted in IT assessment and strategic planning efforts for the City of Redondo Beach and the Elsinore Valley Water District. He has also been actively engaged with technology - related projects in the cities of Vernon and West Hollywood.

Lee Curtis — Strategic Planning Practice Lead and Project Advisor Role: Mr. Curtis will provide as -needed project advisory subject matter expertise for all areas of the project.

Biography: Mr. Curtis is a senior level, hands-on executive with more than 40 years of experience in technology service and management consulting. He has been a top -tier manager with outstanding technology delivery skills and long-range project planning expertise. Mr. Curtis has provided executive - level consulting to both the private and public sectors supporting a wide range of technology implementations. He is an experienced project manager, accomplished writer and a well -versed consultant providing in-depth technology assessments and innovative strategic plans to public sector clients. Mr. Curtis has served as CIO or IT Director for numerous organizations across the country and has presented IT Strategic Planning sessions at the Municipal Information Systems Association of California (MISAC) annual conferences. In 2020, he presented a webinar on Strategic Planning to the Association of California Water Agencies (ACWA). Mr. Curtis has participated in assessments and planning projects for numerous cities, counties, and special districts.

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Anticipated Work Products
Summary of Approach
Provided below is a graphic illustrating the overall workflow utilized to complete the IT Master Plan.

Phase 1
Osten
Planning _ Review
Meeting Documentation
Conduct
Kickoff
Meeting
Condut
IT and Useq
Interviews
1 1
Phase 2
Plan
Conduct IT
Assessment;
Develop Findings &
Recommendations
Perform Network
Assessment
Perform
Business
Applications
Analysis
Publish
IT Assessment
Report
4,
Publish IT
Assessment Report
Draft & Final
Phase 3
Deliver
Develop
Project Portfolio
Conduct
Prioritization
Workshop
Publish
IT
Master Plan
IT Master
Plan
Report
Draft & Final
Draft & Final
Project
Portfolio
Figure 3: Three Phased Information IT Master Plan Workflow As described throughout the Detailed Work Plan section of our proposal, SDI will be providing staged deliverables during all phases of the project. Those deliverables include the following work products:
• Project Work Plan
• Documents Request List
• Interview Preparation Guide
• Kickoff Meeting Presentation
e "Voice of the IT Customer" Survey
• Draft and Final Survey Reports
• IT Service Management Scorecard
e (Optional) Physical Inventory and Reconciliation
e Draft and Final Assessment Report
• Project Portfolio
• Prioritization Workshop Materials
• Draft and Final IT Master Plan

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Project Status Reports
The team will provide periodic briefings to the City, both written and oral, as to the status of the project.

Monthly project status reports will be submitted to the City, describing work completed, budget status, current schedule forecast compared to baseline, decision logs, and change management plans.

Open Communication
The team sees effective communication as a critical component of long-term project success, going beyond the immediate completion of this project and enabling the City to realize the benefits from the findings and recommendations which will be delivered throughout the project. To this end, the team will develop and implement a communication plan which will govern how we will interact with the City's participants including:

Meetings between the Engagement Manager, Project Manager, and the City's Project Manager and project sponsors.

Business unit stakeholders, who will interact with the team during the business interview and workshop activities.

The City's IT Department staff, who will interact with the team while conducting the IT Department interviews.

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Exceptions to Proposed Terms and Conditions
SDI's legal team has reviewed the City's RFP and Professional Services Agreement template, and respectfully requests the City's consideration of the following:

RFP Document
Section
Reference
Proposed Contract Revisions
Reasoning
Section 6.

General
Conditions
Section B.

Ownership of
Documents
SDI respectfully requests Section B.2 be
revised to read as follows:
"B. Ownership of Documents

2. Contemporaneously with the transfer
of such documents, the consultant hereby
assigns to the city and consultant thereby
expressly waives and disclaims, any copyright
in, and the right to reproduce, all written
materials, drawings, plans, specifications, or
other work prepared under this agreement,
except upon the City's prior authorization
regarding reproduction, which authorization
shall not be unreasonably withheld.

Notwithstanding anything to the contrary in
the foregoing and for the purposes of clarity,
consultant, including consultant's
subcontractors and third -party vendors, shall
retain ownership of any pre-existing
intellectual property used and/or delivered to
the City in the performance of the services
under this agreement. The consultant shall,
upon the request of the City, execute any
further document(s) necessary to further
effectuate this waiver and disclaimer."
SDI is open to further discussion regarding this request.

The provision as
written is not
clear as to
ownership of
SDI or third -
party pre-
existing
intellectual
property rights.

SDI requests
that SDI and
SDI's
subcontractors
and vendors
retain
ownership of
any pre-existing
intellectual
property rights
used and/or
delivered to the
City in the
performance of
the services
under this
agreement.

Cost Proposal Prepared For:

City of Placentia
Information Technology Master Plan
September 29, 2023
Respectfully Submitted By:

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SDI PRESENCE LL.,_
Patrick Griffin
Managing Director
pgriffin(sdipresence.com
714-975-4150
SDI Presence — LA ( 6080 Center Dr, 6" Floor, Los Angeles, CA 90045 i www.sdipresence.com I Toll: 888.YOUR.SDI (888.968.7734)

COST PROPOSAL
SDI has carefully considered the City of Placentia's Request for Proposal (RFP), along with reviewing publicly available documentation regarding the City. In addition, we reviewed the responses to questions posed during the RFP process. Based on this information, and incorporating our past experience completing IT Master Plans for agencies of similar size and scope, we provide the following:

Completion of IT Master Plan Required Components
as presented in SDI's Proposal Dated September 29, 2023 Completion of Optional Citywide Physical Inventory
of Technology Equipment
$79,085
$ 4,840
The amounts shown above include all project -related costs including travel expenses associated with onsite project activities.

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