Stanton City Council
June 14, 2022

IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this ____ day of June 2022.

CITY OF STANTON [INSERT NAME OF CONSULTANT]
By:

Zenia G. Bobadilla
Interim City Manager
By:

Ron Lopez
Managing Partner
ATTEST:

By:

Patricia Vazquez
City Clerk
APPROVED AS TO FORM:

By:

HongDao Nguyen
Best Best & Krieger LLP
City Attorney

ATTACHMENT A

SPECIFIC AUDIT APPROACH
Gruber and Lopez, Inc. is very familiar with local government financial statement and government grant compliance audits and has specific relevant experience to similar challenges and undertakings. The firms’ relevant experience is listed under Section 4 below. To maximize the benefit to the City as a result of this engagement, Gruber and Lopez, Inc. proposes to utilize our structured business process methodology, experience, and knowledge in executing this engagement. Our approach places great emphasis on using only proven and experienced auditors and consultants to perform the services required by the City. The following is a summary of the approach to the different types of tasks that may be assigned under this RFP and expected deliverables and work products.

On a date desired by management in May 2022, audit procedures that will be accomplished during the planning stage include the following:
 Entrance conference with the Finance Director and other key City personnel to:
review project and task objectives; review scope of services and data collection methodology; discuss documentation needed; collect available data and published materials; establish meeting and presentation schedule; discuss dates for interim and final fieldwork and coordinate and establish communication channels in accordance with SAS 114.
 Prepare a list of items needed (our workpapers are in electronic form, so electronic files for schedules and documents requested will be preferred but not required). Our request of items to be provided will conform to what the City has previously provided to its existing Auditor. Should we need additional information, we will work with City staff to minimize any additional work load to the City. Each associate is assigned a lap top for fieldwork and we use primarily Microsoft Word and Excel for our audit engagements. We will also establish materiality levels for the governmentwide and fund financial statements.  Thoroughly review all relevant documents and agreements (debt issues, leases, significant contracts, joint power agreements etc.) and prepare an audit plan that will include an audit program, audit procedures, and timeline for all audits. Levels of materiality will also be developed.
 Planning will continue throughout the audit and be constantly updated as issues and scope may change as the audit proceeds.

On a date desired by management in May or June 2022, audit procedures that will be accomplished during our interim fieldwork include the following:
 We will provide instructions for mailing out letters to confirm bank balances for cash and investments, attorneys, debt, material receivables, OPEB, PERS and risk management insurance.
 We will review internal controls of the main cycles (cash receipts, cash disbursements/ procurement, payroll, capital assets, IT, and treasury management) and assess controls risk in accordance with the risk auditing standards (SAS 103 to 111) and fraud risk standards (SAS 99). We will identify areas of potential concern to City management.

EXHIBIT A

SPECIFIC AUDIT APPROACH (Continued)
 Perform testing of controls where reliance can be placed. In conducting our tests of controls we will use the GAS Audit Sampling Guide parameters.  Reviewing of minutes of the City Council meeting minutes.  Test a sample of journal entries to ensure reasonableness.  Perform preliminary analytical reviews on balance sheet and income statement and investigate significant variances.
 We will perform a test of disbursement transactions to ensure that:
o City has properly spent funds in accordance with various restricted funds and federal and state grant programs,
o City procurement policies are being followed.
 Test salary expense by performing payroll test of transactions, review and test city manager contract, and interviewing employees.
 Compliance testing of City budgetary policies.

On a date desired by management in October 2022 (after the final closing of the books and preparation of final trial balances by City personnel for the year ended June 30), we will commence performing our final fieldwork which will include:
 Confirm cash and investment balances and test bank reconciliations. Also ensure the proper recording in accordance with GASB 31 Fair Value Reporting for Investments and GASB 40 Deposit and Investment Risk Disclosures.
 Test capital assets and accumulated depreciation to ensure they are fairly stated and in accordance with generally accepted accounting principles, and that streets and roads network are properly using the modified approach in accordance with GASB 34.  Testing of allocations of interest income to the various funds.  Examination of support and subsequent receipt of significant receivable balances.  Search for unrecorded liabilities.
 Testing of long term debt balances and debt without government commitment.  Consideration of support and proper valuation of the liabilities for compensated absences and claims and judgments.
 Testing of support for other significant assets and liabilities of the City.  Testing for the proper establishment of non-spendable, restricted and assigned fund balances in accordance with GASB 54.
 Review of significant events after year end (through the completion of our audit).

EXHIBIT A

SPECIFIC AUDIT APPROACH (Continued)
 Review of attorney letters for significant legal matters affecting the City’s financial position.
 Perform other substantive procedures on other significant revenues and expenditures.  Ensure operating leases are properly recorded and classified.  Perform final analytical reviews on balance sheet and income statement and investigate significant variances.
 Test pension plan and other post employment benefits to determine accordance with GASB 68 and 45, respectively.
 Test interfund balances and transfers.
 Test of joint ventures and developer agreements, if any.  Determination of major and non-major funds for financial reporting purposes.

In November 2022, procedures that will be accomplished during the report preparation/review stage include the following:
 Single Audit Report (if needed), GAS or SAS 115 Internal Controls letter, and SAS 114 Communications letter in draft form will be developed and presented to City management for review. A schedule of adjusting journal entries will also be provided, if any. We will review the City’s draft of the CAFR and make and edits as agreed to be the Director of Admin Services.
 After City approval of all reports, we will print, bind and mail final copies of report to the City.

Should the City meet the Single Audit criteria for expenditures of federal funding during the fiscal year, we would perform the following procedures in performing the Single Audit during both the interim and final stages of the audit:
 The following relevant federal and AICPA publications will be addressed:
o The OMB Title II-Uniform Grant Guidance for grants issued after 12/26/14. o GAO Government Auditing Standards (Yellow Book)- 2018 Revision o AICPA Audit and Accounting Guide Audits of State and Local Government Units (1994 revision) and Statement of Position 98-3, Audits of States, Local Governments, and Not-for-Profit Organizations Receiving Federal Awards

EXHIBIT A

SPECIFIC AUDIT APPROACH (Continued)
o SAS No. 74, Compliance Auditing Considerations in Audits of Governmental Entities and Other Recipients of Federal Financial Assistance o Most current Compliance Supplement for Single Audits of State and Local Governments
o Catalog of Domestic Assistance Programs
 Identify the federal programs administered by the City and the amounts expended during the audit period.
 Apply the risk-based auditing approach mandated by the OMB Uniform Grant Guidance or Single Audit Act Amendments of 1996 (Public Law 104-156) and OMB Circular A-133 entitled Audits of States, Local Governments, and Non-Profits Organizations for the determination of major programs to be selected under the single audit process. As prescribed by the directives of the new single audit requirements, this will involve a consideration of the complexity of the program, prior audit findings, changes in personnel, the competency of personnel, the extent to which subrecipients are used, the extent of overview and monitoring by granting agencies, the extent of recent changes in program requirements, the newness of the program, the size of the program, and the inherent risk of the program.  Identify the oversight audit agency, if any.
 Identify and list the major compliance supplements and subrecipients of the City, if any.
 Review the administrative control systems to ensure compliance.  Execute the sampling plan.
 Perform audit procedures for the selected transactions.  Test compliance with other material compliance requirements.  Test matching requirements, if any.
 Test indirect costs, if any.
 Review reports and claims for advances and reimbursements to the federal government.
 Review processing of audit reports for state and local government subrecipients, if any.
 Prepare the independent auditors’ reports required by OMB.  Prepare the data collection form required to be filed with the Single Audit Central Clearinghouse.

EXHIBIT A

Cost of Services (All-Inclusive/Fixed Fee)
Description 2021/22 2022/23 2023/24 2024/25 2025/26 Total Audit of the City of Stanton $ 28,750 $ 29,325 $ 29,912 $ 30,510 $ 31,120 $ 149,617 Audit of Stanton Housing
Authority $ 3,750 $ 3,825 $ 3,902 $ 3,980 $ 4,060 $ 19,517 Appropriations Limit (GANN)
AUP $ 500 $ 510 $ 520 $ 530 $ 541 $ 2,601
Single Audit (for one major
program), when applicable $ 2,750 $ 2,805 $ 2,861 $ 2,918 $ 2,967 $ 14,310 Single Audit (each additional
major program) $ 750 $ 765 $ 780 $ 796 $ 812 $ 3,903
Out of pocket expenses (please
specify) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
SUB-TOTAL $ 36,500 $ 37,230 $ 37,975 $ 38,734 $ 39,509 $ 189,948 Agreed-Upon Procedures for
Transient Occupancy Tax (per
motel) $ 1,950 $ 1,989 $ 2,029 $ 2,070 $ 2,111 $ 10,149 Agreed-Upon Procedures for
Cannabis Tax Returns (per
business) $ 1,750 $ 1,785 $ 1,821 $ 1,857 $ 1,894 $ 9,107 TOTAL $ 40,950 $ 41,769 $ 42,605 $ 43,457 $ 44,326 $ 213,107 Description 2021/22 2022/23 2023/24 2024/25 2025/26
Partner/Director $150 $150 $150 $150 $150
Manager $120 $120 $120 $120 $120
Senior Auditor $100 $100 $100 $100 $100
Staff Auditor $80 $80 $80 $80 $80
Clerical $- $- $- $- $-

EXHIBIT B
1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: June 14, 2022
SUBJECT: AWARD OF A PROFESSIONAL SERVICES AGREEMENT FOR THE DESIGN OF THE FY 2022/2023 CITYWIDE PAVEMENT

REHABILITATION PROJECT TO TAIT & ASSOCIATES
REPORT IN BRIEF:

The Fiscal Year 2022-2023 Citywide Pavement Rehabilitation Project encompassing slurry seal, grind and overlay, and pavement reconstruction work on City streets will improve infrastructure throughout the City of Stanton. Staff recommends that the firm TAIT & Associates, Inc. be awarded a purchase order for project design services.

RECOMMENDED ACTION:

1. City Council utilize the existing On-Call Civil Engineering Services contract with TAIT & Associates, Inc. executed in September 2021 for design services for the FY 2022- 2023 Citywide Pavement Rehabilitation Project; and

2. Approve a purchase order with TAIT & Associates, Inc. for design support and development of plans for the FY 2022-2023 Citywide Pavement Rehabilitation Project in the amount of $110,345 which includes all optional services; and

3. Declare that the project is exempt from the California Environmental Quality Act (“CEQA”) under Section 15301(c) – Existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities.

BACKGROUND:

The Fiscal Year 2022-2023 Citywide Street Rehabilitation Project will improve several streets throughout the City and will improve many areas of poor asphalt. The selected streets were chosen based on the City’s updated Pavement Management Plan approved by City Council in 2021. The level of work identified is per the optional scenario in the Pavement Management Plan, which is at an elevated level of work and will eventually result in an increase of the average Pavement Condition Index (PCI) from 75 to 77. 75 is the minimum PCI required to maintain Measure M2 funding eligibility, so it is in the City’s best interests to work towards raising the average PCI now as a contingency against any possible future funding shortfalls.

Item: 9I
Click here to return to the agenda.
2 ANALYSIS/JUSTIFICATION:

In September 2021, three civil engineering firms were selected through a competitive process for on-call civil engineering services. In executing the on-call civil engineering services contracts, this allows the City to execute a contract with any one of the three civil engineering firms for specific project design services. Based upon TAIT & Associates, Inc. recent performance on the FY 2021-2022 Slurry and Reconstruction Project, City staff is recommending that TAIT & Associates, Inc. be awarded a purchase order for the (newly retitled) FY 2022-2023 Citywide Pavement Rehabilitation Project. Public Works staff checked with the Finance Department and found that under the City’s purchasing ordinance, the City may award TAIT & Associates, Inc. a purchase order without further undergoing a new RFP process.

FISCAL IMPACT:

Sufficient funding for the design services is included in the City’s Fiscal Year 2021/2022 budget. Typically, funds for design work are programmed one fiscal year in advance of the proposed work.

ENVIRONMENTAL IMPACT:

Exempt per Section 15301(c) – Existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities.

LEGAL REVIEW:

None.

STRATEGIC PLAN OBJECTIVE ADDRESSED:
3 – Provide a quality infrastructure.

PUBLIC NOTIFICATION:

Notifications and advertisement were performed as prescribed by law. 3 Prepared by: Reviewed by:
/s/ Joe Ames /s/ Michelle Bannigan
Joe Ames, P.E., T.E.

Public Works Director/City Engineer
Michelle Bannigan, CPA
Finance Director
Approved by:
/s/ Zenia Bobadilla
Zenia Bobadilla
Interim City Manager
Attachments:
(1) Fee Proposal from Tait & Associates, Inc.

TAIT & Associates, Inc.

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PROJECT UNDERSTANDING
Per emails and discussion with City staff, it is understood that the scope of work for this project includes the design and preparation of Plans, Specifications, and Estimates (PS&E) for the City FY 2022/23 Street Rehabilitation Project on the roadway segments identified in the City’s 2021/28; Seven Year Work Plan; Pavement Management Program (PMP) under the alternate funding scenario. The roadway segments included in this proposal and their anticipated rehabilitation method are as follows:

Arterial – 2” Mill & FRAC Overlay – Rehabilitation Segments:

Street Name From To Current PCI Length (ft)
Katella Avenue –
West Bound
Beach Boulevard –
East Side
Dale Avenue – West
Side 59 2,515
Cerritos Avenue
Knott Avenue – East
Side
Western Avenue –
West Side 62 2,475
Cerritos Avenue
Western Avenue –
East Side
Beach Boulevard –
West Side 66 2,560
Dale Avenue
Cerritos Avenue –
North Side
Katella Avenue –
North Side 64 2,624
Total 10,174
Residential – 1.5” Mill and FRAC Overlay – Rehabilitation Segments:

Street Name From To Current PCI Length
Courtright Road
Cody Drive – South
Side End 73 247
Devonwood Avenue
Santa Rosalia
Avenue – East Side
Fieldgate Steet –
West Side 71 805
Fulton Way Rutledge Way End 71 1,660
College Drive East End
Wester Avenue –
East Side 74 600
Total 3,312
Local – Reconstruction – Rehabilitation Segments:

Street Name From To Current PCI Length
Alley b/t Dale Ave &
Yana Dr Lola Avenue Chanticleer Road 8 980
Total 980
Attachment: A
Click here to return to the agenda.

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The general design scope for the above noted segments include:
✓ Meet with City staff to understand project scope
✓ Conduct and distribute utility notices
✓ Design field walk
✓ Project research & base mapping
✓ Preparation of design PS&E
✓ Construction coordination/assistance
PMP Recommendations: It should be noted that the above noted recommendations for 2” and 1” Mill with FRAC overlay is based on the notations provided in the PMP. Based on latest City design preference updates, it is anticipated that base bid for both arterial and residential streets with be FRAC overlays, however, alternate bids for ARHM paving will also be included in the bid package. Further, and as is reflected in the table above, minimum paving thickness for FRAC will be 1.5” in order to follow property construction standards.

Caltrans Encroachment Permit & Traffic Control: Though work will not be conducted within Caltrans R/W, it is anticipated that traffic control encroachments will be required due to the double left turn lane on Beach Boulevard leading to Katella Avenue. Possibly, further lane closures may be required on Cerritos Blvd. as well.

Based on City preference for scheduling and timing of the work, TAIT has included an optional work item for permit processing and traffic control plan preparations.

Alley Reconstruction: Based on City preferences, an optional work item has been provided to obtain geotechnical testing and pavement section recommendations for the proposed alley removal and replacement section. Should geotechnical services not be required, previously completed studies will be utilized to obtain a basis for the structural section of the new alley.

The work items and project scope for this project are described in further detail below.

SCOPE OF WORK
1 Design Kick-Off Meeting
A design kick-off meeting with TAIT’s Project Manager, City staff, and other affected parties, will be held at the start of the project to identify clear lines of communication and review the final scope, schedule, milestones and other project details of concern. At this meeting the project’s schedule will be confirmed with the City. It is anticipated that the City will provide all pertinent record information for the existing City streets and utilities including as-built plans, record plans, and CAD files and GIS files (As applies) for the project limits.

Based on our actual NTP date, TAIT will prepare and present an update of our project schedule to be reviewed with the City Project Manager during our Kick-off Meeting. Any revisions or adjustments that need to be made to the project schedule will be thoroughly discussed with the City Project Manager prior to finalization.

TAIT will prepare a meeting agenda for initial circulation. Upon completion of the meetings, TAIT will also prepare meeting minutes for circulation, review and comments. All meeting agendas, minutes and exhibits will be filed in our project folder for final submittal to the City at the completion of the project.

Deliverables:
✓ Meeting Agenda & Minutes
✓ Updated Project Schedule
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2 Existing Records Research & Field Walk
Review of record Information provided from the City files will be conducted to verify existing field conditions.

TAIT will also research/acquire existing available design records and utility information. It is anticipated that the information collected during the research phase will be used to assist in the development of the project base maps.

The records research will include obtaining records from the City of Stanton, utility providers and all other jurisdictions within the project limits. In addition, TAIT will document, contact, and coordinate with other public and private agencies/entities/jurisdictions involved to inform them about the project and obtain their records, approval, and permit requirements, as applies.

Obtained records will be reviewed and correlated with the Topographic and aerial (Bing/Google Map) data to prepare the final project Base map.

Deliverables:
✓ Digital Copies of Obtained Records
3 Utility Notifications, & Coordination
Utility Notifications
At project inception, TAIT will conduct utility research through Dig-Alert and City records and will prepare and distribute the 1st utility notifications which will identify the project intent, limits, and general scope of work and will request that each utility provide our office with the associated As-Built records for the project limits. TAIT will review and compile the received responses in to the project Utility matrix for tracking of existing utilities and conflicting facilities.

Upon completion of the 80% design, TAIT will distribute a 2nd notice to all present utilities and will include a current set of plans for the utility’s review and comment. All foreseen utility relocations or conflicts will be identified in this notice for the Utility’s review and action. TAIT will actively coordinate with all utilities in order to ensure any required relocations are coordinated and completed prior to the start of the City’s project.

The final notice will be sent at the design completion stage and will include a signed print of the plans for the utilities records. TAIT will review all obtained record data and will coordinate with utilities that may be affected in order to obtain further design and construction requirements. All utility coordination, records and data will be compiled at the end of the project and will be submitted to the City for future reference.

Utility Coordination
TAIT will coordinate with all present and affected utilities during the course of the design. All potential conflicts with the improvements will be identified, and contact will be made with the appropriate utility coordinator.

Utility relocations or permits are not anticipated as part of this project.

Deliverables:
✓ Utility Correspondence and Design Records
✓ 1
st, 2nd & Final Utility Notices
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4 Design Field Walk (Prelim. And Final)
It is anticipated that a majority of the base mapping will be provided through review and drafting of existing records. As a result, all field data on the Slurry and Mill and Overlay portions of the work will be obtained through a design field walk.

Preliminary Design Field Walk
At project inception, and on the same day as the design kickoff meeting, TAIT will conduct a preliminary design field walk to visually confirm the current pavement conditions along each of the noted Mill and Overlay and Reconstruction roadway segments. An initial visual observation will be conducted in order to prepare and submit an initial pavement rehabilitation scenario to the City for review and verification prior to TAIT conducting its detailed field investigation. As the pavement treatment method will affect the work items needing observation in the field, this initial task will ensure that the design team is able to capture the necessary level of detail in the field during the final design field walk.

Upon authorization of the pavement rehabilitation scenario, TAIT will initiate the final design field walk. This task includes all hours necessary for the field review and design required to observe and document the existing site conditions and to identify anticipated work items. Existing condition photos will be along the project limits in order to aid the City in construction coordination. All field notes will be compiled and stored in the design file for reference. Grades as well as the presence of truncated domes and zero inch curb faces at existing ramps will be noted for review and recommendation of removal and replacement or retrofit, as applies.

Deliverables:
✓ Digital Copies of Obtained Records
✓ Field Notes, Observations, & Photos
5 Topographic Survey
Per discussion with the City, it is not anticipated that a conventional design survey will be required for the Slurry and Mill & Overlay portions of the project, however, the alley reconstruction portion between Lola and Chanticleer will require a full topographical survey of all joins, utilities, miscellaneous items to protect and the centerline including 50’ interval cross sections so that existing centerline elevations can be adjusted for updating any existing drainage issues, if needed
Other than topographical survey on the alley, as alternate work items, TAIT has included an allowance for two days of additional topographic pickup survey to provide field data and elevations for critical areas requiring localized removal and replacements. It is anticipated that the pickup survey for these areas, if needed, will be on a local control/datum with a temporary horizontal control set in the field in order to maximize the benefit of the survey data. Should survey data be deemed necessary, TAIT will notify the City and obtain approval of proceeding on the alternate work item prior to proceeding on any work.

Deliverables:
✓ Digital Copies of Topographic Survey
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6 Project Basemaps
As part of this contract, TAIT will prepare the following basemaps for incorporation in the project design:
• Roadway
• Boundary/Right of way (GIS Based)
• Existing Utility
• Topographic Survey (As Needed per Area)
• Aerial Image (Bing/Google)
The proposed base map will also include an aerial base prepared from google maps or Bing maps (Based on the base available imagery). It is assumed that the City will provide TAIT with any available GIS and record basemaps for features within the project limits. TAIT will format and update the base with the noted existing records, Bing/Google Maps aerial reference imagery, and all other applicable existing improvements (loops, signal equipment, striping, legends, etc.).

Deliverables:
✓ Project Basemaps (Roadway, Existing Topography Boundary/Right of Way, Existing Utility, & Aerial Image)
7 Pavement Rehabilitation Scenario Verification & Preliminary Estimate Upon completion of the preliminary field walk and base mapping task, TAIT will prepare a pavement rehabilitation scenario and estimate for the City’s review and verification. Estimates will be based on the initial field walk notes for pavement condition and recommended method of pavement rehabilitation. All recommendations will be based on field maintenance recommendations and will not be based on geotechnical testing data. Quantities for the estimate will be based on the PMP records and GIS data obtained from the City and TAIT’s research and will include pavement rehabilitation costs only. TAIT will submit a preliminary layout of the streets with hatching designating the treatment methods along with a preliminary pavement rehabilitation cost estimate as part of this task.

Deliverables:
✓ Pavement Rehabilitation Exhibit
✓ Preliminary Pavement Rehabilitation Estimate
8 Design Plans
Upon City approval of the pavement rehabilitation scenario, TAIT will initiate the preparation of the design PS&E. Based on our review of the project limits, the following are the anticipated plan sheets for this project area:

SHEET DESCRIPTION SCALE SHEET COUNT
Title Sheet N/A 1 Sheet
Notes, Details, & Typical Sections Varies 2 Sheet
Street Improvement Plans (Mill & Overlay, Triple Stacked) 1” = 40’ 4 Sheets Street Improvement Plans (Reconstruction, P&P) 1” = 40’ 1 Sheet Signing & Striping Plans (Arterial and Residential ) 1” = 40’ 5 Sheets Total Sheet Count 13 Sheets
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8.1) Title Sheet:

The title sheet will include all City of Stanton standard notes, project construction notes, bench mark and basis of bearing, vicinity map, list of utility contacts and project abbreviations and legends. The plan set will be prepared on the City of Stanton standard title block on 24”x36” bond paper.

8.2) Notes, Details, & Typical Sections:

General project notes, a master list of construction notes, typical roadway sections, and typical Mill & Overlay as well as Reconstruction details will be included on these sheets that depict the nature of the proposed improvements based on the proposed stationing and intersecting streets.

Construction details will be prepared for all work items that cannot be built by standard plan, or do not have adequate space on the plan sheet for the necessary detailed callouts.

8.3) Street Improvement Plans (M&O and Reconstruction):

Arterial Mill and Overlay and/or other Rehabilitation Method Street Improvement plan sheets will be prepared for the entire project limits at a 1”=40’ horizontal scale. The plans will be presented in a stacked or grid layout of the existing residential or arterial streets in order to depict the location and limits of each work item. Existing improvements will be depicted from obtained existing records converted to CAD line work, and an aerial base which will help to communicate the location of each work item.

8.4) Signing & Striping Plans:

Signing & Striping plans will be prepared for the residential area to depict crosswalks, stop legend/bars, and other legend/area based striping elements which require removal and replacement. Residential signing and Striping plans will be prepared in an area based/large scale format and will identify general location of each pavement legend only.

Arterial roadway segments will have traditional signing and striping plans prepared at 1” = 40’ scale and will depict the proposed striping improvements as well as existing improvements to be joined. This plan set assumes that all striping width and configuration will be per existing conditions and that no major modifications will be made. All signing & striping within the arterial street limits will be bid as a lump sum remove and replacement item that will require the contractor to prepare an existing condition inventory as a construction submittal for verification and replacement during the construction phase.

QA/QC, Compilation, and Submittal of PS&E
The following submittals are anticipated as part of this project:
• 80% PS&E
• 100% PS&E
Prior to each submittal, TAIT will conduct a full QA/QC review per our quality assurance protocols. As part of the QA/QC process, it is also anticipated that TAIT design team will coordinate with the City’s inspector to prereview recommendations for removal and replacement in the field. Additionally, TAIT will plot, compile and deliver the noted number and format of PS&E to the City for each submittal per the RFP requirements.

Deliverables:
✓ 80% Plans (Digital & Hard Copy)
✓ 100% Plans (Digital & Hard Copy)
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9 Project Specifications
TAIT will prepare technical specifications for the proposed project based on the City boilerplate specifications.

Each work item will have a clear measurement and payment clause in order to avoid costly change orders during the construction phase. Specifications will also include clear delineation of the traffic control requirements, water pollution control requirements, survey monument protection and replacement requirements, and construction scheduling parameters as well as coordination requirements with utilities. Utility owners, coordination and contact requirements, and additional permitting requirements will also be included in the specifications. The project specifications will be reviewed by the QA/QC Manager prior to each submittal per the quality assurance program.

Deliverables:
✓ 80% Draft Project Specifications (Digital & Hard Copy) ✓ 100% Project Specifications (Digital & Hard Copy)
10 Quantity Calculation and Cost Estimate
TAIT will prepare cost estimates at the 80% & 100% PS&E stage for City review and input. Unit prices will be checked against recent City projects. Work items will be prepared to correlate with the specifications and will include all work items including mobilization, storm water compliance, traffic control and striping. The cost estimate will be reviewed by the QA/QC Manager prior to each submittal per the quality assurance program.

Deliverables:
✓ 80% Engineer’s Cost Estimate (Digital & Hard Copy)
✓ 100% Engineer’s Cost Estimate (Digital & Hard Copy)
11 Construction Support Services (As Needed)
TAIT will continue to support the City during the Construction phase on an as needed basis. This task includes assumed hours for the design team in order to review and respond to RFI’s, prepare any necessary addenda’s, and to attend construction meetings (as needed). This task assumes the following items:
• Review and Responding to Bidding RFIs
• Preparation of Addenda (as needed)
• Attendance at the Pre-Construction Meeting
• Review and Responding to Construction RFIs/Submittals • Attendance at a single construction meeting/site visit at City’s option Deliverables:
✓ Response to RFIs
✓ Addenda Documents/Plans
✓ Coordination Records
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A-1 Pickup Topographic Survey
An allowance has been included for up to two days of pickup survey and mapping should additional detail be required for roadway and parkway design elements (not including alley topographic survey). This task includes office hours as well as field hours for the necessary pickup survey and incorporation into the design plans.

Assumes that the survey will be for portions of work already included in the base design scope.

A-2 Allowance for Geotechnical Testing & Report
This alternate work item has been included to provide the City the necessary allowance for authorizing a geotechnical investigation to design the necessary pavement section for the Alley portion of the project which is currently designated for reconstruction. This task has been estimated as a budgetary figure and formal proposals will be received if the City chooses to move forward with a geotechnical study. Otherwise, prior studies for similar alley segments in the City will be utilized for the basis of structural design. Upon issuance of authorization to proceed, final fees/scope/proposal will be obtained from our preferred geotechnical engineering consultant for review and approval by the City.

A-3 Caltrans Encroachment Permit & Application Processing This optional task has been provided to account for TAIT processing hours required to prepare, submit, and process the traffic control encroachment permit through Caltrans District 12. Additional costs for reimbursables (plotting of plans and traffic control plans) has also been included in this task.

A-4 Beach Blvd. Traffic Control Plans (Katella & Cerritos) This optional task has been provided to account for TAIT design hours required to prepare traffic control plans for the left lane closures as well as work ahead signs on Beach Blvd. at the Katella Avenue and Cerritos Avenue intersections. The scope assumes preparation of two separate traffic control plan packages and review/processing of the plans through Caltrans. Scope also assumes that expanded base mapping will be required to depict extended roadway geometry on Beach Blvd. to show necessary roadway features.

S
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FEE PROPOSAL & RATE SCHEDULE
1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: June 14, 2022
SUBJECT: RENEWAL OF AUTHORIZATION FOR VIRTUAL PUBLIC MEETINGS PURSUANT TO AB 361
REPORT IN BRIEF:

Consideration of the circumstances of the state of emergency related to the COVID-19 pandemic to determine whether remote teleconference meetings of the City Council, Committees, and Commissions can continue to be held under the provisions of AB 361.

RECOMMENDED ACTION:

1. City Council declare that this item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) and 15060(c)(3); and

2. Reconsider the circumstances of the state of emergency; and

3. Find that state or local officials have continued to impose or recommend measures to promote social distancing; and

4. Direct staff, no later than 30 days after the City Council approves the recommended action, to report back on the state-proclaimed state of emergency so that City Council may reconsider the circumstances of the emergency, and, if appropriate, make findings to continue to hold virtual meetings of City legislative bodies pursuant to AB 361.

BACKGROUND:

On October 26, 2021, City Council adopted Resolution 2021-34, which authorized City Staff to conduct remote teleconference meetings of the City Council, Committees, and Commissions under the provisions of AB 361 (in effect as of October 1, 2021 – Government Code Section 54953(e)). Pursuant to Government Code Section 54953(e)(3), the City Council is required every thirty (30) days to reconsider the circumstances of the state of emergency and determine whether:

Item: 9J
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2 • The state of emergency continues to directly impact the ability of the members to meet safely in person, or
• State or local officials continue to impose or recommend measures to promote social distancing.

If neither of the two finding options can be made by majority vote, the City Council, Committees, and Commissions will no longer be able to continue holding public meetings by teleconference without compliance to the Ralph M. Brown Act’s Section 54953(b)(3).

Section 54953(b)(3) imposes notice and access requirements for public meetings conducted via teleconference. Such requirements include identifying in the meeting notice and agenda the teleconference location of each member of the legislative body participating in the meeting and ensuring that each teleconference location be accessible to the public.

It is important to note that having virtual meetings under the provisions of Government Code Section 54953(e)(3) is optional. If the Council wishes, it may continue to meet inperson. In addition, hybrid meetings are permissible. Given that the dynamics of the pandemic and the health crisis are continually changing, the intent of the attached Resolution is to, among other things, allow for the City’s Council, Commissions, and Committees to meet virtually in the event of illness, quarantine, or other government measures. If the Council will meet only or partially in-person, it should ensure compliance with the Orange County Health Care Agency’s recommendations for local public meetings.

ANALYSIS/JUSTIFICATION:

Currently, the State of California and the County of Orange remain under the state of emergency brought on by the COVID-19 pandemic, particularly with the spread of the Omicron BA.2 Variant. State and local officials are still recommending measures to promote social distancing. and the wearing of face masks. 3 COVID-19 Cases by City
COVID-19 United States Cases by County (by Johns Hopkins University) 4 Tracking COVID-19 in California
FISCAL IMPACT:

None.

ENVIRONMENTAL IMPACT:

None. This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378(b)(4) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly).

LEGAL REVIEW:

None.

STRATEGIC PLAN OBJECTIVE(S) ADDRESSED:

1. Provide a safe community.

PUBLIC NOTIFICATION:

Public notice for this item was made through the regular agenda process. 5 Prepared By: Approved as to Form By:
/s/ Jason Huynh
__________________________ __________________________
Jason Huynh
Management Analyst
HongDao Nguyen
City Attorney
Approved By:
/s/ Zenia Bobadilla
__________________________
Zenia Bobadilla
Interim City Manager
1 CITY OF STANTON

REPORT TO THE CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: June 14, 2022
SUBJECT: AWARD OF PROFESSIONAL SERVICES AGREEMENT FOR

INVESTMENT MANAGEMENT AND ADVISORY SERVICES
(CHANDLER ASSET MANAGEMENT, INC.)
REPORT IN BRIEF:

On March 15, 2022, the City issued a Request for Proposals (RFP) for investment management and advisory services. The initial term of the agreement is through June 30, 2024, with options to renew annually at the City Manager’s discretion. The RFP was posted on the California Society of Municipal Finance Officers’ website; the City’s Finance webpage, and sent to directly to six firms. The City received responses from seven firms.

Staff evaluated each proposal based on each firm’s qualifications, references, public sector experience in California, professional reputation, physical location, customer service, investment approach and finally, fee. Based on the evaluation, staff recommends the City Council award the professional services agreement to Chandler Asset Management, Inc. (“Chandler”). Chandler has significant experience managing portfolios for California local government agencies that are similar in size to the City. In addition, Chandler has the additional advantage of having provided similar services to the City previously.

RECOMMENDED ACTION:

1. City Council find that this item is not subject to California Environmental Quality Act (“CEQA”) pursuant to Sections 15378(b)(5) (Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment); and

2. Authorize the Interim City Manager to execute the Professional Services Agreement for Investment Management and Advisory Services with Chandler Asset Management, Inc.

BACKGROUND:

Implementation of the City’s investment policy is necessary to provide effective, stable, and long-term improvement of the City’s investment portfolio performance. Effective Item: 9K
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2 implementation of the investment strategy requires active management of the portfolio and monitoring of the market on a daily basis. By actively, managing the portfolio, the City can maximize its earnings while maintaining the fundamental safety and degree of liquidity that the City’s investment policy requires.

The City previously outsourced these activities between 2013 and 2017 to Chandler. Staff is recommending the City re-establish this practice again. Outsourcing investment management and advisory services to a professional investment management firm with specialized public sector experience and proven results is best suited to achieve the City’s goals of improved performance while minimizing risk. Additionally, the City would benefit from the firm’s specialized professional expertise, risk management, credit evaluation, investment management tools, and investment reporting.

ANALYSIS/JUSTIFICATION:

The City’s total investment portfolio is approximately $57 million. Of this amount, 85% is currently invested in the California Local Agency Investment Fund (LAIF) and California Asset Management Program (CAMP) where the average earning is approximately 0.31%.

The remainder of the portfolio is managed in-house using a passive approach (i.e., buying and holding investments until the investments mature or are called), which requires minimal staff resources.

For an investment strategy to be as effective as possible, the City would benefit from the services of a professional investment manager with specific public sector experience to provide active investment management services on a day-to-day basis. Some of these day-to-day activities include regular monitoring of the yoked in the market; the rebalancing of the portfolio’s duration (average maturity); to take advantage of interest rate trends; credit monitoring and analysis; investment selection; and competitive shopping of investments to obtain the best rates. The use of an investment management firm on a contract basis (outsourcing) would provide the specific expertise required to be more cost effective than adding additional staff resources to provide these daily activities.

FISCAL IMPACT:

Fees for investment portfolio management and advisory services are based on the size of the portfolio the firm is managing. Chandler’s fee structure is based on the following tier system:

Assets Under
Management
Annual Asset
Management
Fee %
First $25 million 0.10%
Next $25 million 0.08%
Next $50 million 0.06%
3 The current portfolio to be invested is approximately $40 million. Based on the above table, the annual cost is approximately $37,000. The General Fund’s Fiscal Year 2022/23 Proposed Budget includes an estimate of $37,000 for these services (offset by a higher estimate for interest revenue resulting in a net impact of $0 to the General Fund). The City allocates the total interest income earned to certain City funds based on each fund’s average cash balance. The amount of interest income that will be allocated to City funds in Fiscal Year 2022/23 will be net of investment management fees paid to Chandler to ensure that the investment earnings are sufficiently funding the investment management services.

ENVIRONMENTAL IMPACT:

This project is categorically exempt under the California Environmental Quality Act Section 15301, Class 1(c) as improvements to existing facilities.

LEGAL REVIEW:

The City Attorney has reviewed and approved the professional services agreement as to form.

STRATEGIC PLAN OBJECTIVE ADDRESSED:

Objective 4: Ensure Fiscal Stability and Efficiency in Governance PUBLIC NOTIFICATION:

Through the normal agenda process.

Prepared by: Reviewed by:
/s/ Siamlu Cox /s/ Michelle Bannigan
________________________
Siamlu Cox Michelle Bannigan, CPA
Accounting Manager Finance Director
Approved by:
/s/ Zenia Bobadilla
Zenia Bobadilla
Interim City Manager
ATTACHMENT:

A. Professional Services Agreement
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CITY OF STANTON

PROFESSIONAL SERVICES AGREEMENT
FOR

INVESTMENT MANAGEMENT AND ADVISORY SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this 14th day of June, 2022, by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 (“City”) and Chandler Asset Management, Inc., a corporation, with its principal place of business at 6225 Lusk Boulevard, San Diego, California 92121(“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of professional investment management and advisory consultant services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional investment management and advisory consultant services to public clients, is licensed in the State of California, and is familiar with the plans of City.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional investment management and advisory consultant services. The Services are more particularly described in Exhibits “A” and “D” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement as well as the additional terms provided in Exhibit “B”, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall be from [June 14, 2022, to June 30, 2024, unless earlier terminated as provided herein. The City Manager shall have the unilateral option, at its sole discretion, to renew this Agreement annually. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractors, Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision.

Consultant will determine the means, methods, and details of performing the Services subject to

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the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS FormW-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the services or a threat to the safety of persons or property, shall be promptly removed by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Genny Lynkiewicz, CFA (Senior Portfolio Manager); Scott Prickett, CTP (Portfolio Manager and Key Investment Contact); Mia Corral Brown (Senior Relationship Manager);and Kara Raynor Sanchez (Client Service Contact).

3.2.5 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates the City’s Finance Director, or his or her designee, as the City’s contact for the implementation of the Services hereunder.

Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Nicole Dragoo, President, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s

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Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from providing services to the City by the Consultant and shall not be re-employed to perform any of the Services for the City.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations , Consultant shall be solely responsible for all costs arising therefrom.

Consultant shall defend, indemnify, and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules, or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

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3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of work hereunder by the Consultant, its agents, representatives, or employees. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement, or endorse the policies to do so. If the Consultant maintains broader coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (a) Commercial General Liability (CGL): Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit. Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
(c) Professional Liability: Professional Liability insurance with minimum limits of $2,000,000 per occurrence or claim, $2,000,000 aggregate. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.).

If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years after completion of the contract of work. If coverage is canceled or nonrenewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant mush purchase “extended reporting” coverage for a minimum of five (5) years after completion of contact work. A copy

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of the claims reporting requirements must be submitted to the City for review.
(d) Workers’ Compensation: Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

3.2.10.3 Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval.
(a) The policy of insurance required by Section 3.2.10.2 (a) Commercial General Liability shall be endorsed to provide the following:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional
insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(b) The policy or policies of insurance required by Section 3.2.10.2 (b) Automobile Liability and (c) Professional Liability shall be endorsed to provide the following:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(c) The policy or policies of insurance required by Section 3.2.10.2 (d) Workers’ Compensation shall be endorsed to provide the following:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.

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(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.10.4 Primary and Non-Contributing Insurance. All insurance coverages by the Consultant shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.10.5 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

3.2.10.6 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies did not contain a deductible or self-insured retention.

3.2.10.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.10.8 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement.

In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.

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

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3.2.10.10 Insurance for Subconsultants. All Subconsultants shall be included as additional insureds under the Consultant’s policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant’s policies.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state, and federal laws, rules, and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rate schedule set forth in Exhibit “C” attached hereto and incorporated herein by reference. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation.

Consultant shall submit to City a monthly itemized invoice which illustrates how the monthly fee was computed for the Services rendered by Consultant. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other

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documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. Notices shall be as provided in in the additional terms as provided in Exhibit “B”.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information,

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and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the services, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information (“Proprietary Information”) unless the City’s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant’s objection to the City’s release of Proprietary Information. Consultant shall indemnify, defend, and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost, or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City’s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents, or volunteers.

ATTACHMENT A

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If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with these services.

3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement, or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.

3.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays.

All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or

ATTACHMENT A

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service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.12 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.15 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.16 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.19 Declaration of Political Contributions. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous

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twelve-month period by the Consultant and all of Consultant’s employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement.

3.20 Subcontracting.

3.20.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[Signatures on following page.]

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IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this 14th day of June, 2022.

CITY OF STANTON CHANDLER ASSET MANAGEMENT, INC.

By:

Zenia Bobadilla
Interim City Manager
By: ___________________________________
Nicole Dragoo, JD, IACCP
President
ATTEST:

By:

Patricia Vazquez
City Clerk
By:

Martin Cassell, CFA Chief Executive Officer
APPROVED AS TO FORM:

By:

HongDao Nguyen
Best Best & Krieger LLP
City Attorney

ATTACHMENT A

55414.00000\32996936.2
A-1
EXHIBIT “A”

SCOPE OF SERVICES
Specific services, although not all-inclusive, are to be performed as follows:
x Annually review (and when applicable, provide recommendations for changes) to the City’s Investment Policy by May 1st of each year;
x Assist the City with maturity analysis;
x Provide credit analysis of investment instruments in portfolio; x Provide monthly reporting on the City’s investment portfolio; x Attend quarterly meetings with City staff or City Council (subject to the Finance Director’s preference);
x Evaluate market risk and develop strategies that minimize the impact on the portfolio; x Provide assurance of portfolio compliance with applicable policies and laws and the City’s Investment Policy;
x Establish an appropriate performance benchmark;
x Indicate full understanding of the City’s Investment Policy; and x Ensure the portfolio structure matches the City’s objectives.

Under this contract the City’s objectives are:
x To adhere to the objectives set forth in the City’s Investment Policy; x To provide for operational efficiency, including the information flow on the City’s investment portfolio;
x To improve the City’s investment capabilities; and
x To improve the overall yield on the City’s investment portfolio.

EXHIBIT “B”

ADDITIONAL TERMS SPECIFIC TO INVESTMENT MANAGEMENT RELATIONSHIP

1. Client Representative. In its capacity as investment manager, Chandler shall receive all instructions, directions and other communications on Client's behalf respecting Client's account from the City’s Finance Director/City Treasurer (Representative). Chandler is hereby authorized to rely and act upon all such instructions, directions and communications from such Representative or any agent of such Representative.

2. Investment Policy. In investing and reinvesting Client’s assets, Chandler shall comply with Client’s Investment Policy, which is attached hereto as Exhibit A.

3. Authority of Chandler. Chandler is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by Representative.

4. Notices. All reports and other communications required hereunder to be in writing shall be delivered in person, or sent by first-class mail postage prepaid, by overnight courier, by confirmed facsimile with original to follow or by confirmed electronic mail with proof of receipt to the addresses set forth below. Either party to this Agreement may, by written notice given at any time, designate a different address for the receipt of reports and other communications due hereunder.

Chandler Asset Management
Attn: Nicole Dragoo, President
6225 Lusk Boulevard
San Diego, CA 92121
[email protected]
City of Stanton
Attn: Finance Director/City Treasurer
7800 Katella Ave
Stanton, CA 90680

5. Electronic Delivery. From time to time, Chandler may be required to deliver certain documents to Client such as account information, notices and required disclosures. Client hereby consents to Chandler’s use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and Client agrees that such notification will constitute “delivery”. Client further agrees to provide Chandler with Client’s email address(s) and to keep this information current at all times by promptly notifying Chandler of any change in email address(s).

Client email address(s):_
Siamlu Cox, Accounting Manager [email protected];
Zenia Bobadilla, Interim City Manager [email protected]

6. Proxy Voting. Chandler will vote proxies on behalf of Client unless otherwise instructed. Chandler has adopted and implemented written policies and procedures and will provide Client with a description of the proxy voting procedures upon request. Chandler will provide information regarding how Clients’ proxies were voted upon request. To request proxy policies or other information, please contact us by mail at the address provided, by calling 800-317-4747 or by emailing your request to [email protected].

7. Custody of Securities and Funds. Chandler shall not have custody or possession of the funds or securities that Client has placed under its management. Client shall appoint a custodian to take and have possession of its assets. Client recognizes the importance of comparing statements received from the appointed custodian to statements received from Chandler. Client recognizes that the fees expressed above do not include fees Client will incur for custodial services.

8. Valuation. Chandler will value securities held in portfolios managed by Chandler no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by Chandler to reflect fair market value.

9. Investment Advice. Client recognizes that the opinions, recommendations and actions of Chandler will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that Chandler acts in good faith, Client agrees that Chandler will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws.

10. Payment of Commissions. Chandler may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of Chandler to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that Chandler may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that Chandler makes no warranty or representation regarding commissions paid on transactions hereunder.

11. Other Clients. It is further understood that Chandler may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for Client's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that Chandler will have no obligation to purchase or sell for Client's account any securities which it may purchase or sell for other clients.

12. Confidential Relationship. The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for Chandler to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties.

13. Receipt of Brochure and Privacy Policy. Client hereby acknowledges receipt of the disclosure statement or "brochure" and “brochure supplement” also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure).

Client further acknowledges receipt of Chandler’s Privacy Policy, as required by Regulation S-P. 37 | Page
Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA

8. FEES
a) Provide the complete fee schedule that would apply to this account. Are fees charged in arrears? Chandler is pleased to provide comprehensive, full-time discretionary investment advisory services to the City as described herein Chandler’s proposal and in the City’s Scope of Services in accordance with the following fee schedule:

Proposed Fee Schedule for the City of Stanton
Assets Under Management Annual Asset Management Fee
First $25 million 0.10 of 1% (10 basis points)
Next $25 million 0.08 of 1% (8 basis points)
Next $50 million 0.06 of 1% (6 basis points)
Assets over $100 million 0.04 of 1% (4 basis points)
Our proposed fee schedule is all-inclusive for the services that Chandler provides, including full time investment advisory and portfolio management services, technological resources, onboarding and implementation, online access to the Chandler Client Portal, comprehensive reporting, meetings, personal visits, educational offerings for your staff, as well as the additional treasury support services described herein in Chandler’s proposal. Chandler does not charge fees on funds held in Local Government Investment Pools (LGIPs). Fees are firm for the entire initial contract term and the City will not be subject to any increases during this period.

Our fee schedule does not include charges that the City would incur for third party custodial services, which, as an important control in the investment process, is not provided by Chandler.

Examples of the fees assessed to the City at different asset levels according to the above proposed tiered fee schedule are as follows:

Total Assets Under Management Annual Fee in Basis Points Annual Fee in $ dollars $30 million 9.67 bps $29,000
$35 million 9.43 bps $33,000
Fees are based on the amount of assets under management and are not based on transaction volume.

Management fees will accrue as long as there are assets in the portfolio, even if there is no activity during the period. Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), they will fluctuate based on portfolio value. The examples above are based on sample account sizes and should not be considered a “not to exceed” fee. Fees are charged monthly in arrears and can be debited directly from your third-party custody account. b) What additional expenses not covered through the fee structure will be expected in order to implement your investment advisory services?
Our proposed fee schedule is all-inclusive for the services that Chandler provides, including meetings, personal visits, and educational offerings for your staff, as well as investment management services described in the City’s Scope of Services. Our fee schedule does not include charges that the City would incur for third party custodial services.

EXHIBIT C
CHANDLER ASSET MANAGEMENT, INC.
6225 Lusk Boulevard
San Diego, California 92121
Direct: 858-546-3737, Toll free: 800-317-4747
[email protected] | chandlerasset.com
Request for Proposals (RFP) for:

Stanton California

INVESTMENT MANAGEMENT AND

ADVISORY SERVICES
DUE: APRIL 11, 2022, 5:00PM
EXHIBIT D - Page 1 of 48
Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA

TABLE OF CONTENTS

1. COVER LETTER

2. FIRM BACKGROUND AND ORGANIZATION ........................................................................................1

3. EXPERIENCE......................................................................................................................................5

4. PERSONNEL ......................................................................................................................................9

5. ASSETS UNDER MANAGEMENT .......................................................................................................14

6. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE...............................................................17

7. REPORTING ....................................................................................................................................33

8. FEES ...............................................................................................................................................37

9. REFERENCES ...................................................................................................................................38

10. ADDITIONAL INFORMATION ...........................................................................................................39

REQUIRED FORMS
2021 Compliance Annual Review of Chandler Asset Management Memorandum

CHANDLER APPENDICES
Form ADV, Parts 1 and 2 Appendix A
Professional Biographies Appendix B
ACORD Certificate of Liability Insurance Appendix C
Global Investment Performance Standards (GIPS®) and Verification Letter Appendix D Important Disclosures Appendix E
Sample Client Monthly Account Statement, Quarterly Investment Report and Appendix F GASB 40 and 72 Reports
Proposed Additional Terms Appendix G
EXHIBIT D - Page 2 of 48
April 11, 2022
Ms. Michelle Bannigan, Finance Director
City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Sent via: [email protected]
RE: Request for Proposal; Investment Management and Advisory Services; Chandler Asset Management, Inc.

Dear Ms. Bannigan,
On behalf of Chandler Asset Management, Inc. (“Chandler”), we are pleased to submit our firm’s proposal and present our qualifications to provide investment management and advisory services for the City of Stanton (“City”). Chandler is a Southern California headquartered firm that has been providing investment advisory and management services for local governments in our home state of California for over three decades. As a Southern California-based investment adviser with offices in San Diego and Ventura County, Chandlerserves one hundred twenty-nine (129) public agencies within the State of California, including over fifty (50) in Southern California and seventeen (17) in Orange County.

Since 1988, Chandler has assisted public agencies in fulfilling their fiduciary duty to their constituents by providing high quality fixed income portfolios in a prudent investment framework. We utilize investment strategies that conform to all applicable federal laws and California Government Codes regarding qualified investments for public entities. The City will benefit from direct access to their assigned team members that are fully committed to not only meeting but exceeding your expectations for investment management of the City’s funds as a fiduciary as well as for client service during the engagement. We will be proactive in our communication with you and your staff and look forward to attending frequent, in-person meetings with the City’s finance staff, Council, and additional stakeholders.

Our commitment to providing personalized client service is equal to our commitment to meeting investment objectives, and is reflected in the following:

We understand your investment perspective. Since itsinception, Chandler’s foundations have been rooted in the public sector. The firm’s founder and Chief Executive Officer served as investment officers of large California public agencies with the same objectives for their investment programs that guide our firm today.

We understand that the investment program must support the City’s financial goals while enhancing safety and liquidity within a framework of legal conformity. Chandler’s significant expertise in safeguarding our clients’ funds while generating compelling risk-adjusted returns over many market cycles highly qualifies us to meet the needs of this engagement.

We are experts in California public agency investing. Chandler’s investment professionals are experts in all applicable federal laws and California Government Code as they pertain to the investment of public funds.

The City’s proposed investment team, Scott Prickett, CTP, and William Dennehy, II, CFA, have decades of public sector investment experience and are active in organizations relevant to public fund investment best practices, including the Government Finance Officers Association (GFOA), the California Society of Municipal Finance Officers (CSMFO), the California Debt and Investment Advisory Commission (CDIAC), and the California Municipal Treasurers Association (CMTA). Our staff members are highly regarded industry experts and frequent participants, speakers, and sponsors at industry conferences and events across California as well as nationwide.
6225 Lusk Boulevard | San Diego, CA 92121 | Toll free 800.317.4747 | chandlerasset.com EXHIBIT D - Page 3 of 48
6225 Lusk Boulevard | San Diego, CA 92121 | Toll free 800.317.4747 | chandlerasset.com We are committed to clientsuccess. We are dedicated to our duty asfiduciariesto our clients and understand the public role that your investment staff has in the stewardship of taxpayer funds. The firm invests in bestin-class technology and resources that assist our investment professionals to develop both long-term and short-term strategies that are significant to the overall financial program. Our reports provide transparency of the entire investment program, and we commit the full resources of the firm to ensure your success. We are immensely proud of our client retention record, which we attribute to our belief that “if we do what is right for our clients, our own success will follow.”
We had the privilege to provide investment management services to the City of Stanton from September 2013 through June 2017 and developed an actively managed investment program for the City during our time of service. Our experience in working with the City provides framework and knowledge to further assist the City in the range of investment services it seeks.

As the firm’s President, I am authorized to bind the firm and to act in this capacity, as well as to confirm our intent to bid on all sections of the City’s Scope of Work. I certify that the information provided in our proposal is accurate, firm, and irrevocable, and shall be valid for a period of 90 days from April 11th, 2022. After reviewing the Professional Services Agreement (PSA), I have no exceptions, however, we request that our standard provisions be included. Chandler can comply with the City’s insurance requirements.

We look forward to discussing our qualifications with you in person. If you have any questions during the proposal evaluation period, please do not hesitate to contact Mia Corral Brown, Senior Relationship Manager, directly at (858) 768-5970, toll free (800) 317-4747, or via email at [email protected].

Sincerely,
CHANDLER ASSET MANAGEMENT, INC.

Nicole Dragoo, JD, IACCP
President
EXHIBIT D - Page 4 of 48
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Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA

2. FIRM BACKGROUND AND ORGANIZATION
a) Describe the organization, date founded, and ownership of your Firm. Has your Firm experienced a material change in organizational structure, ownership, or management during the past three years? if so, please describe.

Chandler Asset Management Inc.’s (“Chandler”) core expertise is providing fully customized, high quality fixedincome investment solutions for public agency clients. We are experts in managing public funds, providing excellent stewardship over the investment activities entrusted to us, and have, for over three decades, performed our fiduciary duty with discipline and care. Our firm provides comprehensive investment solutions for local governments who are guided by the objectives of preservation of principal, access to liquid funds, and maximization of investment returns within established risk parameters and legal requirements. From our over three decades of experience and client-focused approach, we understand firsthand the challenges of investing public funds in a world with dynamic financial markets and economic conditions.

History
Chandler was founded in 1988 by Kay Chandler as a result of her experience serving as Investment Officer for the County of San Diego for eight years, and for the City of San Diego for another two years. With many responsibilities for treasury management and finance functions within these departments, Ms. Chandler recognized that public entities with limited time and resources could benefit from external professional expertise and technological resources to help manage their investment programs. In 1991, Martin Cassell, Ms.

Chandler’s successor on the investment staff of the City of San Diego, joined the firm. Mr. Cassell now serves as Chandler’s CEO.

Over the years, Ms. Chandler and Mr. Cassell carefully assembled a team of professionals with the specialized professional expertise and technological skills necessary to structure highly effective, fixed income cash and core investment programs for cities, counties, and other local government entities. The firm manages $25.8 billion as of December 31, 2021, including $20 billion in separately managed accounts for 175 public agencies.

All of the firm’s Portfolio Managers are CFA charter holders and are committed to strengthening and sharing their knowledge of prudent standards of investment management for public funds. The comprehensive services we offer including portfolio management, regulatory guidance and increased transparency through comprehensive reporting are designed to meet the specific needs of public agencies.

Chandler remains committed to our principles of conservative fixed income management as the firm continues to evolve in response to our clients’ needs and to the public investment climate. As a result of our significant growth and in support of our objectives, we serve our clients from six other offices besides our San Diego headquarters, located in Denver, Colorado; Orlando, Florida; Ventura, California; Walnut Creek, California; Marin County, California; and Seattle, Washington. The firm’s professional staff currently totals thirty-seven (37) individuals and includes twelve (12) investment team members.

Firm Structure and Ownership
Chandler is an independent and 100% employee-owned California corporation. In 2017, Chandler’s key shareholders and Executive Management Team introduced an Employee Stock Ownership Plan (“ESOP”) that aligns with the firm’s values and culture of shared success. Every employee is an owner through the ESOP Trust, which owns 68% of the firm and is the primary shareholder. Key employees from the Executive Management Team remain as individual owners. We believe that this structure contributes to our ability to attract and retain the highest quality investment professionals as well as to sustain growth, promote accountability, and best serve current and prospective clients well into the future.

One of the firm’s guiding principles is participation in the development of best practices in the management of public funds. Our investment and client service professionals serve as committee members and are active participants and sponsors of national and regional associations that develop recommended best practices and EXHIBIT D - Page 5 of 48
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Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA
training curricula, including the Government Finance Officers Association (GFOA), the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA), the California Debt and Investment Advisory Commission (CDIAC), and the Chartered Financial Analyst (CFA) Institute. We are often involved in drafting investment legislation and recommending best practices on a state and national level and providing guidance on safe and effective practices for the management of public funds. In addition, Martin Cassell, CFA, CEO, sat on the GFOA’s Committee on Treasury and Investment Management. This committee tracks new developments in cash management and develops best practices for government officials at all levels. Chandler qualifies as a Small Business in California through the Department of General Services, with certification ID 1747894, expiring September 30, 2023. b) Describe any other business affiliations. Describe your Firm’s policy on soft dollars.

As an independent firm, we have no other business affiliations, subsidiaries, or joint ventures, thereby avoiding any related potential conflicts of interest that could interfere with our ability to provide independent and unbiased advice to our clients. We do not have any competing lines of business such as financial advisory, brokerage, or underwriting services. 100% of our resources are committed to management of our clients’ portfolios in separately managed accounts, and we do not manage any investment pools which may have embedded fees. As a matter of policy and practice, Chandler does not engage in any soft dollar arrangements with broker-dealers or third parties. We recognize our duty to seek best execution and ensure the quality of our services as a fiduciary.
c) Describe the Firm’s sources of revenue, categorized by retail and institutional accounts.

The firm’s revenue is derived entirely from fees received from our clients for the investment management and/or advisory services we provide. Chandler does not act as a broker or dealer in securities or receive any other form of additional compensation from third party sales arrangements, investment pool management, research exchanges or transaction fees. As of our most recent fiscal year end, approximately 90% of the firm’s revenue is derived from institutional accounts. The remaining revenue is derived from Chandler’s strategies that are offered to select Registered Investment Advisers on platforms for sub-advised services. d) Is your Firm a registered investment advisory under the Investment Advisor’s Act of 1940 as amended? Chandler Asset Management is registered with the U.S. Securities and Exchange Commission under the Investment Adviser’s Act of 1940. The firm acknowledges its fiduciary duty to its clients and makes investment recommendations as a “Prudent Expert”. We have provided our most recently filed Form ADV Parts 1 and 2 in the Appendix as part of our submission.

CRD Number SEC Number
107287 801-44378
Chandler is a California corporation in good standing.
e) Describe any SEC, FINRA, or regulatory censure or litigation involving your Firm or its employees within the past three years. The proposal should explicitly affirm whether or not any such situations occurred.

Neither Chandler nor any of its officers or employees has ever been subject to any regulatory censure or litigation by the SEC, NASD, or other regulatory agency in relation to the investment management and advisory services it provides.

EXHIBIT D - Page 6 of 48
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Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA
f) Did you, or will you, pay a finder’s fee to any third party for business related to this account? Specify the recipients of any fee.

No, Chandler will not pay a finder's fee to any third party for business related to this account, or any other client account.
g) Outline the errors and omissions (professional liability) and fidelity bond coverage your Firm carries.

Provide a valid, current Certificate of Insurance.

Chandler maintains a comprehensive, full-coverage insurance program with the relevant coverages provided by firms rated “Excellent” or better by AM Best Rating, including the following:

EO/DO (professional liability): $30 million ($200,000 retention) Fidelity Bond/Employee Dishonesty: $10 million/$100,000 deductible Commercial General Liability: $2,000,000 per occurrence/$4,000,000 aggregate Umbrella Liability: $10,000,000 per occurrence/$10,000,000 aggregate Cybersecurity: $4,000,000
Automobile Liability: $1,000,000 combined single limit
In addition, each ERISA plan is insured to 10% of the plan’s asset values, not to exceed $500,000 per insured plan. We have included a copy of our ACORD Certificate of Liability in the Appendix. h) Identify the types of accounts primarily sought by your Firm.

Chandler’s focus is on the management of high-quality fixed income securities in strategies that span the yield curve for public entities and other risk-conscious institutions. Our clients share common objectives for their investment programs that prioritize safety of principal, appropriate liquidity, and risk-adjusted total return over a market cycle and comply with federal laws and state legal requirements. All of Chandler’s public agency clients’ funds are structured as separately managed accounts. We customize portfolios to comply with individual clients’ investment directives for operating funds, debt service, capital improvement, and any other funds that may have specific constraints. Our clients include cities, counties, water and wastewater districts, transportation authorities, school districts, higher education, healthcare districts, insurance funds, foundations/endowments, not-for-profit organizations, and corporations. We provide complete investment services and treasury management support for a public entity investment program, including:
• Investment Management • Post-Employment Benefit Trusts/OPEB • General Revenue Funds • Portfolio Review
• Bond Proceeds • Investment Policy Development and Review • Capital Project Funds • Portfolio Accounting
• Debt Service Funds • Compliance Monitoring and Reporting • Reserve Funds • Fixed Income Education and Training
Chandler manages portfolios that are comprised of asset classes in the U.S. fixed income universe that align with our clients’ objectives of safety, liquidity, and return. In California, these are assets that are permitted by California Government Code 53601 and 53635. The composition of Chandler’s portfolios includes high quality, short-term investment-grade, U.S. dollar denominated securities including but not limited to: U.S.

Treasuries, Federal Agencies, municipal bonds, negotiable CDs, Corporate notes, Supranational securities, asset-backed securities, mortgage-backed securities, and commercial paper.

EXHIBIT D - Page 7 of 48
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Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA
i) If you are hired, will your Firm serve as a fiduciary in your role as an investment advisor to the City while providing the investment management services, we are seeking? If no, describe your objections or limitations.

Yes. As an SEC registered investment adviser and in accordance with California Government Code 53600.3, Chandler shares your fiduciary duty and holds itself to the highest standards, aiming to safeguard principal and maintain the liquidity needs of the City as primary objectives. Chandler acts in accordance with prudent investor standards, avoiding conflicts of interest and putting clients’ needs first in all matters and responsibilities related to the investment management services we provide. Further, we will monitor your portfolio to ensure compliance with your investment policy, state law, and any additional directives. Chandler excels at comprehensive reporting which includes a compliance report, trade tickets, and other statements, providing effective communication and transparency of your portfolio.

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Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA

3. EXPERIENCE
a) Describe your Firm’s experience in managing fixed income portfolios for public funds and governmental entities.

Chandler Asset Management was founded in 1988, by Kay Chandler in response to the pressing need she observed within the public sector, based on her own experiences serving as the Investment Officer for the County of San Diego for eight years, and for the City of San Diego for another two years. Kay recognized that public agencies with limited time and resources could benefit from external professional expertise and technological resources to help manage their investment programs. In 1991, Marty Cassell, Kay’s successor on the investment staff of the City of San Diego, joined the firm. Marty now serves as the firm’s CEO.

Their experience as investment officers within large public agencies shaped their perspectives in leading a firm whose sole purpose is to manage public funds and assist in fulfilling their fiduciary duty. Kay and Marty have carefully assembled a team of professionals well versed in portfolio management, regulatory guidelines, and reporting requirements to meet the specialized needs of public agencies.

As a co-fiduciary, we work with clients on every aspect of their investment program, including cash flow analysis and forecasting; investment policy development and review; and analysis of risk and return. We recommend market benchmarks for performance analysis that mirror each client’s profile, provide regular performance reporting, and offer education and training of each client’s staff when requested. Not only investment management, but also investment operations, reporting, client service, and compliance are implemented in a team environment to integrate all aspects of your investment program efficiently and effectively. The result is an investment approach grounded in the management of risk that is customizable for each of our client’s specific objectives and constraints and has resulted in successful investment programs for entities similar in size and scope to the City.

One of the firm’s guiding principles is participation in the development of best practices in the management of public funds. Chandler participates in programs and seminars provided by the Government Finance Officers Association (GFOA), the California Society of Municipal Finance Officers (CSMFO) and the CFA Institute. b) What is your Firm’s experience in developing policies and portfolio management guidelines for government portfolios?
We understand that an investment policy is crucial to the development and maintenance of a public agency’s investment program. We begin each relationship with a thorough review of each client’s investment policy, during which we make recommendations and use it to formalize the investment mandate for each client’s portfolio(s). Suggestions are meant to provide clarification, increase return potential, and improve risk management. We have written or revised investment policies for almost all of our government clients, and we customize each policy to mirror the client’s specific objectives and tolerances.

We will customize your policy to reflect:
• California Government Codes
• The City’s Investment Policy
• Specific Client Directives
• Chandler’s Best Practices
With over three decades of experience serving California public agencies, we are well-versed in the California Government Code as it applies to public agency investing and are actively involved with associations that develop recommended best investment practices, including the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA) and the Government Finance EXHIBIT D - Page 9 of 48
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Officers Association (GFOA). In reviewing investment policies, we look for clearly defined portfolio objectives and constraints.

At the start of the engagement, we will consult with you to understand and quantify your investment objectives, risk profile, and expected outcomes. We will then document what we have learned. In that way, our strategy and your policy complement each other. Once the investment policy is approved, it becomes the operating guideline for the portfolio. In addition, we will review your investment policy annually to ensure that your policy is updated as your objectives and cash flow requirements change over time. The policies we draft state in clear, unambiguous language the risks that are acceptable to a client and the investment strategies that we may undertake to achieve the client’s goals.

Our policy review includes, at a minimum, the following areas:
• Scope of the policy that defines which funds are covered by the policy • Investment objectives that clearly define how safety, liquidity, and return will be attained • Standard of care (Prudent Expert)
• Delegation of authority
• Ethics and conflicts of interest
• Authorized investments
• Management of market and credit risk
• Safekeeping and custody of securities
• Reporting requirements
• Performance standards
c) How is your Firm compensated for the services it provides? Does your Firm act as a broker/dealer, or receive any other form of additional compensation (Including soft dollars) for the client transactions aside from the direct fee paid by clients?
The firm’s revenue is derived entirely from fees for investment management and advisory services received from our clients. As of our most recent fiscal year end, approximately 90% of the firm’s revenue is from institutional accounts. Chandler does not act as a broker or dealer in securities or receive any other form of additional compensation. As an independent firm, Chandler maintains no other business affiliations, thereby avoiding any potential conflicts of interest that could interfere with our ability to provide independent and unbiased advice to our clients. This structure best serves our clients, as there are no conflicts or competing demands on best execution or upselling of services. As a matter of policy and practice, Chandler does not engage in any soft dollar arrangements with broker-dealers or third parties. We recognize our duty to seek best execution and ensure the quality of our services as a fiduciary. d) Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your Firm.

As of December 31, 2021, Chandler’s firm wide assets under management total $25.8 billion. Public agency funds total almost $21 billion and comprise 81% of the firm’s assets. Our public sector clients include 172 public agencies, comprised of cities, counties, special districts, and States.

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CITY OF STANTON, CALIFORNIA
Chandler Client Types and Total Firm Assets Under Management As of December 31, 2021
A representative list of the public agency clients we serve includes:

Cities
Agoura Hills, CA
Alameda, CA
American Canyon, CA
Arcata, CA
Atwater, CA
Brea, CA
Buena Park, CA
Camarillo, CA
Corona, CA
Costa Mesa, CA
Cupertino, CA
Danville, CA
Dublin, CA
Elk Grove, CA
Fairfield, CA
Fountain Valley, CA
Imperial Beach, CA
Indio, CA
La Habra, CA
La Mirada, CA
Long Beach, CA
Menifee, CA
Merced, CA
Milpitas, CA
Monterey, CA
Moreno Valley, CA
Mountain View, CA
Murrieta, CA
National City, CA
Newport Beach, CA
Palm Springs, CA
Pittsburg, CA
Perris, CA
Pomona, CA
Riverside, CA
San Jacinto, CA
Salinas, CA
San Clemente, CA
San Juan Capistrano, CA
San Leandro, CA
San Marcos, CA
San Mateo, CA
So. San Francisco, CA
Sunnyvale, CA
Tacoma, WA
Tracy, CA
Truckee, CA
Tustin, CA
Vallejo, CA
Westminster, CA
W. Sacramento, CA
Counties
Alpine, CA
Calaveras County, CA
First 5 Alameda, CA
First 5 Santa Clara, CA
Lake County, CA
Mendocino, CA
Modoc, CA
San Benito County, CA
San Diego County, CA*
Santa Clara, CA
Sierra, CA
Ventura County, CA*
Special Districts and Other Government Entities
Alameda Corridor Trans. Authority, CA Palomar Health, CA Client Type # of
Accounts
AUM
($MM)*
Public Sector 347 $20,794
Corporate 13 $51
Healthcare 34 $4,350
Non-profit 33 $127
Sub-advised 697 $400
Other 6 $35
Total 1,108 $25,776
*Other includes DC Plan, Church, and Higher Education
assets. Chandler assets under management as of
12/31/2021.

Public
81%
Corporation
<1%
Non-profit
<1%
Healthcare
17%
Sub-advised
2%
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CITY OF STANTON, CALIFORNIA
Alameda County Water District, CA
Authority for CA Cities Excess Liability, CA
Big Independent Cities Excess Pool, CA
California Earthquake Authority, CA
California Insurance Pool Authority, CA
California Joint Powers RMA, CA
California Western School of Law, CA
Coachella Valley Water District, CA

CSAC EIA, CA
Elsinore Valley Municipal Water District, CA
Fontana POA Retiree Benefit Trust, CA
LA County Metro. Transportation Authority, CA
Moulton Niguel Water District, CA
Orange County Sanitation District, CA
Orange County Transportation Authority, CA
Palomar Health, CA

PRISM, CA
Petaluma Healthcare District, CA
Rancho California Water District, CA
Redwood Empire Muni. Insurance Fund, CA
San Bernardino Municipal Water District, CA
San Diego County Water Authority, CA
San Diego County Regional Airport, CA
South Coast Water District, CA
Transportation Corridor Agencies, CA
Three Valleys Municipal Water District, CA
Vallecitos Water District, CA
Walnut Valley Water District, CA
WestEd, CA
Western Municipal Water District, CA
Whittier Area Schools Ins. Authority, CA
Yolo County Public Agency RMIA, CA
Sample listing of the firm’s public agency clients as of 12/31/2021, shown in alphabetical order. This list includes discretionary and non-discretionary clients that have given permission to be listed. It is not known whether the listed clients approve or disapprove of Chandler Asset Management, or the services provided.

The above accounts include operating cash and reserves, risk pool reserves, bond funds, and capital improvement funds, each separately managed to fulfill the specific objectives within their own risk profile.

We propose to manage the City of Stanton’s investment program in a manner that is customized to meet your specific financial and investment goals and would provide your staff with the same level of diligence, client service and investment expertise that we provide to all our clients.

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CITY OF STANTON, CALIFORNIA

4. PERSONNEL
a) Identify and provide resumes for the team that will be assigned to work on the City of Stanton’s investment portfolio. Describe each person’s role on the team.

Chandler believes in a customized approach with direct, in person, access to the professionals responsible for the investment program. The City will have direct face-to-face, phone and email interactions with the portfolio managers in addition to the rest of the Investment Management team. Our investment professionals work closely with our client service, operations, and compliance professionals to ensure you receive world-class service in all aspects of the relationship, not limited to investment management.

Chandler Asset Management Professionals for City of Stanton Contact Name and Title Role in Engagement Industry
Tenure
Firm
Tenure Education
Investment Management
Genny Lynkiewicz, CFA
Senior Portfolio Manager
• Senior Portfolio Manager
• Implements portfolio
strategies
• Research and analysis
• Co-Chair of Sector
Committee
23 years 8 years
B.B.A., Finance, Investment
& Banking and Certificate in
International Business,
University of Wisconsin,
Chartered Financial Analyst
(CFA®)
Scott Prickett, CTP
Co-Chief Investment
Officer
• Portfolio Manager & Key
Investment Contact
• Implements portfolio
strategies
• Research and Analysis
36 years 9 years
B.A. Business
Administration, University
of Northern Colorado,
Certified Treasury
Professional (CTP®)
Engagement Management & Client Service
Mia Corral Brown
Senior Relationship
Manager
• Senior Relationship Manager
• Primary client contact
• Conducts onboarding process
• Oversees client
communication
• Ensures and coordinates
project deliverables
25 years 18 years
B.A Speech
Communications, San
Diego State
University
Kara Raynor Sanchez
Client Service Director
• Client Service Contact
• Reporting requirements and
Client Portal
Schedules training and
educational presentations
10 years 10 years
B.A. Communication,
University of the
Pacific; M.A.

Communication, San
Diego State
University
Compliance & Oversight
Nicole Dragoo, JD, IACCP
President
• Head of Firm Compliance,
Operations, Administration
• Responsible for regulatory
compliance
• Oversees firm’s operations
and administrative functions
22 years 21 years
B.A. Business Economics &
Juris Doctorate (J.D.),
University of San Diego;
Investment Adviser
Certified Compliance
Professional (IACCP)
designation
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Joseph Kolinsky
Chief Compliance Officer
• Leads Firm Compliance
• Oversees firm’s compliance
program
30 years 2 years B.A. Economics, Iona
College
Genny Lynkiewicz, Senior Portfolio Manager, at Chandler Asset Management. She is responsible for implementing portfolio strategy and securities trading in client accounts, and currently serves as Co-Chair of the firm’s Sector Committee. Prior to joining Chandler in 2015, Genny worked at BMO Asset Management in Chicago where she managed over $8 billion in taxable money market funds, securities lending portfolios and separately managed accounts.

Genny earned a B.B.A. in Finance, Investment & Banking and a Certificate in International Business from the University of Wisconsin, Madison. She holds the designation of Chartered Financial Analyst.

Scott Prickett (CTP), Co-Chief Investment Officer, is responsible for building and maintaining client relationships with a focus upon developing and enhancing client investment programs. Scott actively participates in the portfolio management process and meets with clients on a regular basis to review their accounts, portfolio activity, portfolio strategy and financial markets. Scott has over 30 years of investment industry experience focused largely on managing short-term fixed income strategies for governmental and institutional non-profit clients. Scott serves as Co-Chair of the firm’s Economic and Market Analysis Committee.

Mia Corral Brown, Senior Relationship Manager, will be the engagement manager and day-to-day contact for the County. Mia joined the firm in 2004 and has eighteen years of experience providing client service to public sector clients in Southern California. Mia has significant experience working with local neighboring agencies in Orange County and understands the local climate and constituency that you serve. She is a regular participant at California public agency conferences and has served on several associations’ committees that determine the curriculum for these events each year. She is also a founding Board Member and Advisor for Women in Public Finance’s San Diego chapter. Mia will coordinate the firm’s resources from all departments throughout the engagement to ensure all needs are met, and will meet with your staff in person, along with your investment team contacts.

Chandler’s Client Service Team is led by Kara Raynor-Sanchez (MA), Client Service Director. She provides responsive service for any pressing or immediate needs of the City or its staff. Client service professionals are adept at handling the non-investment needs of the engagement (e.g., client portal access and training, statement requests, and meetings), and will escalate any issues and route them through the correct channels, if necessary.

The firm’s President, Nicole Dragoo, JD (IACCP), is responsible for the firm’s strategy and administration and oversees the compliance and operations departments. She also leads the onboarding process of new client accounts and heads a team that communicates effectively with accountants, custodians, and administrators during the transition period and for the duration of the relationship. Joseph Kolinsky, Chief Compliance Officer, leads the day-to-day compliance requirements, regulatory filings for the firm, and Code of Ethics implementation and training.

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In addition to the firm’s SEC registration, the below members of Chandler’s Investment Management Team are registered representatives:

Chandler Registered Representatives
Investment Adviser Representative CRD Number
Martin D. Cassell, CFA 4330905
Kay Chandler, CFA 2276868
Daniel Delaney, CFA 7378402
William Dennehy II, CFA 2397527
Julie K. Hughes 5397196
Genevieve C. Lynkiewicz, CFA 4462193
Christopher McCarry, AIF 4472441
Carlos Oblites 5350645
Ted J. Piorkowski, CFA 1857510
Scott D. Prickett, CTP 1901448
Jayson Schmitt, CFA 4892847
Stephen Church 6878939
For detailed résumés of all team members, please see the Professional Biographies in the Appendix. b) Identify the investment professionals (portfolio managers, analysts, and researchers) employed by your Firm, by classification, and specify the average number of accounts handled by portfolio managers. Are there any established limits on accounts or assets under management? As of December 31, 2021, the firm’s six CFA-level investment team members and three portfolio strategists managed 196 institutional client relationships totaling $25.3 billion, for an average under 30 relationships per investment professional.

While there are no established limits on accounts or assets under management, we have a comprehensive plan in place to maintain our bandwidth around servicing our clients to our desired level of excellence, as well as to maintain the high level of performance and service that is one of the hallmarks of our firm. We believe our level of communication with our clients is unmatched by our larger peers who service much larger client bases with comparable size investment teams.

Chandler Investment Professionals by Classification
Classification Number of
Professionals
CEO 1
Portfolio Managers/Analysts 6
Portfolio Strategists 3
Assistant Portfolio Manager 1
Associate Portfolio Manager 1
Total: 12
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c) Describe your Firm’s training and education efforts to keep portfolio managers informed of developments relevant to government investment managers.

We ensure portfolio managers are trained and up to date on changes to the financial markets as well as evolving practices that impact our local government clients. Many of our investment professionals have demonstrated their understanding of and commitment to portfolio management by earning industry credentials, such as the Chartered Financial Analyst (CFA) the Certified Treasury Professionals (CTP), and a number of FINRA licenses which require continuing education. Other team members are working to achieve these designations, and all employees are encouraged and supported to achieve these and other industry certifications or training that will assist them in their careers and ensure our clients have access to best-inclass professionals.

Chandler is deeply involved with the GFOA. Our investment professionals as well as members of our compliance and operations teams are guided by the GFOA’s publications and best practices regarding investment management, compliance, and GASB reporting for public agencies. Our investment and client service professionals serve as committee members and are active participants, sponsors, and speakers at national and regional associations that develop recommended best practices and training curricula. Through our involvement and participation with these organizations, Chandler’s professionals stay informed about current themes and relevant topics affecting the constituents of the member entities. Martin Cassell, CFA, CEO, previously sat on the GFOA’s Committee on Treasury and Investment Management. This committee tracks new developments in cash management and develops best practices for government officials at all levels. Other senior investment team members participate on the Committee on Retirement and Benefits Administration (CORBA), which tracks new industry practices, regulatory and legislative developments, and issues best practices to assist public pension and personnel officers effectively manage state and local retirement funds and employee benefits.

On a local level, individuals from Chandler’s investment management team support the San Diego CFA Society’s Board of Directors in serving its over 500 members. Chandler’s professionals assist the program’s Chair by planning the calendar of industry-focused events and sourcing speakers from academia, government, and consultants to present at events during the year. Additionally, members of our team serve on the Advocacy Committee which has initiatives and events such as “Putting Investors First”, “Diversity and Inclusion”, and “Women in Investment Management”.

As a firm comprised of nearly fifty percent women, a significant portion of Chandler’s staff is involved with Women in Public Finance, a non-profit, educational, and professional networking organization. Chandler’s client service and investment professionals participate in educational activities and forums and foster WPF’s mission to advance women’s leadership opportunities in the public finance industry.

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d) Has there been any turnover of professional staff in the Firm in the last three years who were assigned to public sector clients?
Chandler’s professional turnover for the last three years is documented in the table below.

Chandler Staff Turnover from 2019-2022 Year to Date
2019 2020 2021 2022
YTD
Total
Staff 29 31 32 37
Staff
Added 2 3 7 5
Staff
Lost 3* 1 6 1
%
Change -3 % +7 % +10% +14%
*Staff lost in 2019 includes two retirements (Kay Chandler, who remains as Chair of the Board and a Relationship Manager).

Throughout the firm’s history, the turnover of professional staff has been significantly low. In addition, our Employee Stock Ownership Plan (“ESOP”) structure ensures the firm remains independent and employee owned as well as controlled by the Executive Management Committee.

In 2022, William Dennehy II, CFA, Scott Prickett, CTP, and Jayson Schmitt, CFA were promoted to Co-Chief Investment Officers. Martin Cassell, CFA, CEO transitioned all CIO responsibilities to the three new CO-CIOs as of January 1, 2022. Nicole Dragoo, Chandler’s COO and Chief Compliance Officer was promoted to President in April 2021. Joseph Kolinsky, hired as Compliance Manager in January 2020 now serves as Chief Compliance Officer. Other additions to staff include Ryan Tauber, MBA, Managing Director of Business Development, who oversees the firm’s sales, marketing, and client service efforts. Chandler continues to create new positions to accommodate growing business demands.

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5. ASSETS UNDER MANAGEMENT
a) Summarize your institutional investment assets under management by category as shown below for your latest reporting period:

The table below summarizes our institutional assets under management by category as of December 31, 2021.

Chandler's Institutional AUM
December 31, 2021
Governmental Non-Governmental
Operating/Bond Funds $ 20,597,421,147 $ 2,116,111,368
Pension Funds $ - $ -
Foundations/Endowments $ - $ 143,363,362
Equity Funds $ 80,135,341 $ 2,296,405,515
Other (specify) $ 143,595,169 $ -
Total $ 20,821,151,657 $ 4,555,880,244
b) Summarize your assets under management (institutional only) over the past five years and average assets per client.

The tables below summarize our institutional assets under management over the past five years and average assets per client.

Chandler’s assets under management for the past five years and the current year (1/01/2016-12/31/2021). Includes both discretionary and non-discretionary assets. Advised assets are excluded. $13.3
$16.1
$19.1
$21.8
$25.3
$-
$5
$10
$15
$20
$25
$30
2017 2018 2019 2020 2021
Chandler's Institutional AUM ($ billions)
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Average Assets Under Management Per Client
Year Assets Under
Management
Average Assets
Per Client
2021 $25,281 M $120 M (211)
2020 $21,765 M $123 M (177)
2019 $19,057 M $114 M (167)
2018 $16,080 M $101 M (159)
2017 $13,291 M $92 M (144)
c) Provide relevant performance statistics on a comparable portfolio and compare with industry averages or benchmarks for the last one, three, five, ten-year periods and/or since inception. Note whether these performance statistics are reported based on GIPS (Global Investment Performance Standards) formerly known as AIMR (Association for Investment Management and Research).

Chandler manages portfolios that are comprised of asset classes in the U.S. fixed income universe that align with our clients’ objectives of safety, liquidity, and return. In California, these are assets that are permitted by California Government Code 53601 and 53635. The composition of Chandler’s portfolios includes high quality, short-term investment-grade, U.S. dollar denominated securities including but not limited to U.S. Treasuries, Federal Agencies, municipal bonds, negotiable CDs, Corporate notes, Supranational securities, asset-backed securities, mortgagebacked securities, and commercial paper.

We have included performance and characteristics below through December 31, 2021, for Chandler’s Limited Maturity Strategy, a 1–3-year strategy and for the Short-Term Bond Strategy, a 1–5-year strategy. Chandler’s Limited Maturity and Short-Term Bond strategy composites are comprised of individually managed accounts with an average modified duration approximately equal to the modified duration of the ICE B of A 1-3 Year US Treasury Index and the ICE B of A 1-5 Year US Treasury & Agency Index1, respectively, and a final stated maturity of individual securities of five years.

Chandler Composite Performance – Gross and Net of Fees
As of December 31, 2021 One
Year
Three
Years
Five
Years
Ten
Years
Since
Inception
Chandler Limited Maturity (gross)
(inception: 9/30/88) -0.48% 2.20% 1.83% 1.33% 4.39%
Chandler Limited Maturity (net) -0.58% 2.10% 1.73% 1.23% 4.29% ICE BofA 1-3 Year US Treasury Index -0.55% 2.02% 1.61% 1.09% 4.10% Chandler Short Term Bond (gross)
(inception: 9/30/95) -0.93% 2.65% 2.11% 1.62% 3.89%
Chandler Short Term Bond (net) -1.03% 2.55% 2.01% 1.52% 3.70% ICE BofA 1-5 Year US Treasury
& Agency Index -1.09% 2.41% 1.89% 1.35% 3.62%
Based on Chandler’s Limited Maturity, and Short-Term Bond composites as of 12/31/2021. Performance results are presented gross and net of fees. Net returns are for a sample 8 basis points (0.10 of 1%) proposed for a $30 million account and are hypothetical and not based on an actual client's account. The performance has been calculated using historical composite performance. Gross performance does not reflect payment of advisory fees and other expenses which will reduce performance. Past performance is not a guarantee of future results. All investment strategies have the potential for profit or loss. Market conditions or economic factors may alter the performance and results of a portfolio. Investment advisory 1 Please see important disclosures in the Appendix
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fees are disclosed in the firm's form ADV Part 2A. Performance for periods greater than one year is annualized. Please see GIPS Composite Reports and important disclosures in the Appendix. For one-on-one presentation only.

Chandler develops and implements portfolio strategies that we tailor to meet the exact needs of each client. We group portfolios with similar characteristics into composites for the purpose of computing and reporting GIPS®- compliant performance results. GIPS® represent an industry wide standard for performance calculation and reporting which facilitates comparison among investment firms. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®) and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firm-wide GIPS® compliance. A copy of the firm’s most recent GIPS® Verification Letter is included in the Appendix. d) How many accounts have you gained in the last 12 months? How many accounts have been lost in the last 12 months and why?
For the most recent 12-month period ending June 30, 2018, Chandler gained fourteen (14) institutional clients totaling approximately $1.9 billion. During the same period, Chandler lost six (6) institutional clients. Clients have discontinued services provided by Chandler for various reasons, including budgetary constraints, spending down investable assets, or internal changes in finance administration/staff. Notably, Chandler has never had a client discontinue service for convenience or for cause.

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6. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE
a) Briefly describe your Firm’s investment management philosophy, including your approach to managing governmental portfolios.

Investment Process
For each strategy, we will execute the investment program through our rigorous, quantitatively based investment process, comprised of three stages: portfolio construction, security selection and periodic rebalancing. Our process is custom-tailored for each client portfolio. For the City, as for all our clients, we believe the development and maintenance of a strong investment program should focus on the following elements:

Investment Approach
Our process for establishing the investment objectives and constraints for the City is customized after an extensive review and thorough understanding of both the investment policy, as well as the current and expected needs of the City and its financial staff. We believe that a successful investment program focuses on the following elements:
• Maturity — We believe the average maturity of each separate portfolio, as well as the longest permitted maturity, should reflect the client’s goals, return objectives, and risk tolerances. That is why we see our first task with a client as understanding that client’s specific objectives regarding current yield, book yield and total return. When that understanding is achieved, we establish a target maturity and duration for each account under our management.
• Duration — We strive to maintain duration (the portfolio’s price sensitivity to changes in interest rates) within a defined range that reflects the City’s return requirements and acceptable volatility. We will work with City staff to identify an optimal target duration range in order to limit relative market risk. • Investment Type — Chandler will develop a well-diversified portfolio based on the City’s Investment Policy. Our sector allocation strategy provides broad diversification by sector and by issuer and works to minimize exposure to credit risk. We are able to add considerable value through rotating sectors, thus identifying best relative value at time of purchase. Additionally, if the City were to take advantage of all sectors allowed by California Government Code, we would be able bring our extensive credit and investment analytic capabilities to further diversify the portfolio and increase potential return. • Credit Quality — We are proud of our record in keeping our clients’ assets safe. We employ a robust credit analysis process that helps us identify investment opportunities in securities that are appropriate for the prudent investment of public funds. Moreover, we believe that each client should establish credit quality constraints that reflect the community’s risk preference, and these constraints may be more conservative than Code. Within that framework, we will purchase securities that our credit and value analyses have identified as being appropriate for the City’s portfolio and having relative value. We will limit our investment in corporate securities to highly rated companies, subject to the City’s restrictions. • Yield/Return — We search diligently to add value at every stage in our process. We manage the portfolio to enhance return and long-term growth within the constraints of the City’s risk profile and return objectives. Finally, we strive to find the best execution for each transaction, seeking multiple price quotations on all purchases and sales.

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Security Selection
Chandler employs a proprietary credit analysis process designed for identification of stable and improving credits, as well as early detection of weak and deteriorating credits. It includes both qualitative and quantitative aspects. The decision to purchase a specific security on our Approved List is based on Chandler’s analysis of its relative value.

Periodic Rebalancing
With the passage of time, portfolio characteristics may tend to drift away from the desired structure. For that reason, the team reruns the Horizon Analysis Model monthly, and rebalances as market conditions and portfolio characteristics change.
b) How frequently do you formulate and review fixed income strategy? How is that carried out and who is involved?
The firm employs a sub-committee system for effective analysis, decision-making, and communication.

Individuals may generate and develop investment themes through their independent research to bring to the entire Investment Management Team or their committee meetings, or one of the committees may collectively source an idea or theme through discussion. Additionally, the entire Investment Committee participates in regular off-site meetings for short, intermediate, and long-range planning. These meetings provide a forum in which every member of the team has input on the formulation and implementation of our strategies.

Chandler’s Investment Management Committee
Members of the Investment Management Committee meet weekly to review the findings and recommendations of the committees, market conditions, and client portfolio characteristics to determine short term strategies and any need for portfolio rebalancing. In addition, team members meet off-site on a semi-annual basis and discuss economic, market, and credit conditions using committee research to establish the firm’s investment outlook, portfolio target characteristics, and sector strategy for the ensuing six months.

These meetings provide a forum in which every member of the team has input on the formulation and implementation of our strategies.

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Chandler’s sub committees contributing to the investment themes and strategies implemented on behalf of our clients include:
• The Economic and Market Analysis Committee focuses on the development of economic inputs and interest rate scenarios for the Horizon Analysis Model, the proprietary tool we employ to assist in developing portfolio structure. It also sets the macro-economic tone and investment strategy for our fixed-income investments and structuring of client portfolios given the current market climate. • The Sector Committee is tasked with sector valuation methodology, analysis of option-adjusted spreads and opportunities both among sectors and between issuers, and evaluation of new instruments and sectors for suitability.
• The Credit Committee is responsible for evaluating issuers for inclusion, monitoring and possible removal from the firm’s Approved Issuer List. The entire Portfolio Management Team and Chief Investment Officer Martin Cassell will review the committee’s recommendations, including additions to and deletions from the firm’s Approved List. Ultimate approval of credits is the responsibility of Martin Cassell. The committee’s output ensures that the securities purchased for client portfolios are consistent with their risk profile.
• The Quantitative Analysis Committee develops and sets the structure for the Horizon Analysis Model (HAM) and evaluates the model’s process for improved technology and methods. The results of the HAM output are used to develop general characteristics of the strategies. • The Multi-Asset Class Committee prepares the firm’s Capital Market Assumptions, basing them on the firm’s analysis of the global markets and our forward-looking outlook of the market environment.

The Committee then develops the Efficient Frontier, and reviews and recommends initial and ongoing portfolio asset allocations and fund vehicles for our clients. c) What are the primary strategies for adding value to portfolios (e.g., market timing, credit research, trading)? Chandler’s pro-active portfolio management, diligent security analysis, and prudent attention to cash flow needs add value to client portfolios and enhance the consistent returns generated over time. Our approach to structuring the portfolios is designed to fulfill the City’s requirements in a way that addresses specific investment needs, and focuses on the following key elements:
• Duration Management — We strive to maintain duration (the portfolio’s price sensitivity to changes in interest rates) within a defined range that reflects the City’s return requirements and acceptable volatility as indicated by a benchmark that reflects the risk parameters and expected return. Duration is the largest determinant of risk and return. We attempt to minimize the impact of the duration decision on return volatility by limiting duration to within a +/- 20% duration band around the target (benchmark) duration.

We have observed that longer-duration portfolios have historically outperformed shorter duration portfolios over long-term investment horizons. We will work with the City to identify an appropriate duration target that takes advantage of longer maturity investments with higher yields, while limiting volatility, and providing for needed liquidity.

Chandler’s investment management team does not try to time interest rates and keeps the overall interest rate risk sensitivity of our clients’ portfolios close to that of the benchmark. An optimal term structure is based on our proprietary analysis and a probability-weighted forward-looking forecast of various interest rate scenarios that may occur at the six- to twelve-month horizon date. • Sector Allocation— Our sector allocation process is based on the belief that portfolios are more robust and prepared for unforeseen events if they have a well-diversified exposure to high quality fixed income securities. Using the output of the Sector Committee, we will determine the allocation to asset classes EXHIBIT D - Page 23 of 48
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that we believe will provide the best economic opportunities and protection for the portfolio. We are able to add considerable value through rotating sectors as market conditions evolve and our outlook changes, thus identifying best relative value at time of purchase in order to capitalize on current market opportunities.
• Term Structure— Utilizing the output from the Economic and Market Analysis Committee in conjunction with the Horizon Analysis Model, the term structure for the portfolio is determined with the objective of finding a structure that prioritizes the protection of the portfolio and performs well under both anticipated and unanticipated yield curve shifts over a six-month horizon. Given the constantly evolving market dynamics and changing interest rates, the portfolio may have a "laddered" structure, with equal allocations across permitted maturities; a "barbell" structure, with maturities concentrated in short and long maturities; a "bullet" structure, with maturities concentrated around the target duration; or some combination of all three. As interest rates evolve, the Chandler team alters the maturity distribution of the portfolio based on the prevailing market conditions. • Security Selection— Once the team has determined the percentage of the portfolio in any duration range or security type, individual securities are purchased to complete the portfolio structure. Chandler’s investment team closely follows trends in the new issue market to take advantage of the cyclical swings in issuance in order to obtain attractive spreads over the risk-free Treasury rate. The seasoned professionals at Chandler are also well versed in the technical differences between various names in the investment universe, and frequently adjust the underlying name and sector exposure to take advantage of market anomalies only a skilled investor can consistently identify. Securities are subjected to a rigorous review process, including fundamental credit analysis, as well as quantitative analysis using proprietary tools. Our investment professionals recommend securities from an Approved Issuer List based on relative value considerations. In addition, our Credit Committee seeks to identify both improving and deteriorating credits so we can work to reposition client portfolios by seeking favorable and avoiding detrimental factors not yet understood by the majority of market participants. Analyzing the credit worthiness of individual issuers to enhance portfolio yields while minimizing exposure to credit and downgrade risk is a key element in mitigating risk and adding value in our clients’ portfolios. • Active Management of Individual Securities - To maintain the optimal structure and the objective of safety of principal and risk-adjusted returns over a market cycle, Chandler utilizes active management of the investment portfolio. With this approach, a security may be sold or replaced prior to maturity to take advantage of market conditions, generate liquidity, mitigate risk, or to enhance the return of the portfolio.

We are also able to take advantage of the repricing into the current higher interest rate environment. The net economic benefit to the City is the sole consideration for purchasing/swapping/selling securities for the portfolio.
• Competitive Execution. We recognize our duty to provide value to our clients and ensure the quality of our services as a fiduciary. The City’s staff is assured that through Chandler’s best execution practices, it is receiving competitive, institutional pricing on transactions, as the firm seeks a minimum of three quotes per trade. The practice of competitively bidding for transactions results in an incremental net financial advantage for our clients over time and is an additional source of value in retaining Chandler as investment manager. This competitive process can be evidenced on daily trade tickets viewable on the Chandler Client Portal.

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d) How are portfolios managed (e.g., by team, individual manager)? What is the back-up when the manager is away?
Chandler manages portfolios in a team environment ensuring that all investment team members and client service personnel are familiar with your portfolio. This team approach ensures that there will always be professionals available who are knowledgeable about your portfolio management needs and provide continuity of the investment program. The City will have direct face-to-face, phone and email interactions with the portfolio managers in addition to the rest of the investment management team. Successful implementation of the firm’s investment process is not dependent upon any one individual, as all of our portfolio managers have research, trading, and management responsibilities, which benefit all of our client accounts. In addition, our client service personnel are adept at handling the non-investment needs of the engagement and will escalate any issues and route them through the correct channels, if necessary.
e) What oversight is provided to portfolio managers?
Client portfolios are checked for compliance daily and subjected to a multi-level process. Portfolio managers use robust order management (“OMS”) and portfolio compliance software from Bloomberg AIM for monitoring compliance with client objectives, investment policies, trust indentures, and state legal requirements on a pre-trade, post-trade, and end-of-day basis. At the inception of the relationship, a compliance officer codes each element of the investment policy and guidelines into the Bloomberg system.

Since each trade originates in the system, pre-trade compliance testing is generated each time a portfolio manager prepares to execute a transaction. The system prohibits execution of the trade if it does not comply with the imputed guidelines. If an issue of non-compliance is identified through the system, it cannot be overridden by an investment team member and is escalated for review by a member of the Compliance Team.

The City’s staff may be informed as to the situation and presented with recommendations for returning to full compliance.

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This sample report is being provided for illustrative purposes to demonstrate Chandler’s compliance procedures. References to specific securities and their characteristics are examples of securities held in a portfolio and are not intended to be and should not be interpreted as an offer, solicitation, or recommendation to purchase or sell any financial instrument, an indication that the purchase of such securities was or will be profitable, or representative of the composition or performance of the portfolio.

As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, based on our complete review of investments. This report details adherence to requirements such as permitted investments, asset class exposure, minimum credit quality, maximum maturities, issuer size and concentration limits, as well as compliance with the City’s investment guidelines and legal requirements. This Statement also serves as an effective means of reporting compliance to oversight committees and other stakeholders and demonstrates that the City and its investment adviser take seriously their fiduciary duty to protect taxpayer funds.

Chandler’s Compliance Team is responsible for ensuring the firm complies with all regulatory requirements, client guidelines and firm policies and procedures. As part of our multi-level compliance process, further procedures to ensure compliance with state laws, your investment policy, and objectives include:
• A daily reconciliation of transactions and cash balances with custodian information; • A month-end review of the portfolio to confirm compliance with the Investment Policy; • A continuous review process by the firm’s Credit Committee to ensure credit quality meets policy standards as well as our strict quality requirements;
• A portfolio structure that satisfies liquidity objectives with short-maturity securities and return objectives with higher duration investments;
• Frequent communication between our team and yours to help us stay informed of any new developments that may modify your objectives, and;
• Meetings with your staff as frequently as you choose to provide additional opportunities to review portfolio composition and performance at a high level.

The firm’s Chief Compliance Officer provides oversight of portfolio compliance and trade order management as well as implementation and monitoring of the firm’s compliance policies and procedures. These duties are conducted separately from the portfolio management team under the appropriate segregation of duties.

Chandler’s Risk Committee is made up of the Chief Compliance Officer as well as seven of the firm’s senior executives responsible for the firm’s risk management practices and policies. In addition, Chandler maintains a comprehensive Compliance Manual that covers all subjects relating to our investment activities and responsibility for client assets and safety of information. The firm’s Compliance Manual includes policies and procedures for internal controls, code of ethics, privacy and information safeguarding, cybersecurity, e-mail communications and social media, insider trading, and all matters related to our investment processes and record keeping.

All employees are required to provide quarterly disclosures of conflicts of interest/brokerage activities on the Schwab Compliance Technologies platform, in accordance with our Code of Ethics. Furthermore, Chandler Asset Management conforms to the Code of Ethics and Standards of Professional Conduct as put forth by the CFA Institute. All Chandler employees abide by these standards, placing our clients’ interests and the integrity of the investment management profession above our own and pledging to act with integrity, competence and respect in all matters related to our advisory and investment management business. We have a comprehensive compliance program in place that is reviewed and tested annually by our Chief Compliance Officer and overseen by the Risk Committee.

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f) Describe how your Firm selects broker/dealers with which to trade and how their performance is evaluated.

The Investment Management Team maintains an active, productive relationship with the broker/dealer community to promote an ongoing flow of market information and to execute trades for our clients at competitive prices. On a given day, various factors may combine to generate the best price for a given transaction, including current dealer inventories, dealer profit/loss positions, and individual dealer sentiments about the market. No one dealer will consistently provide best execution. For that reason, we consistently place several dealers in competition and continuously monitor and compare inventories and prices.

Given that all of our transactions are executed using “delivery-versus-payment” (DVP) procedures, the firm’s broker/dealer selection and retention process centers primarily on transactional risk. Thus, our internal criteria for reviewing and monitoring broker/dealers for approval and retention include:
• Competitive pricing
• Trade execution efficiency
• Consistency of coverage
• Quality and breadth of product inventory
• Willingness to make a two-way market
We monitor financial news for any indication of financial weakness or diminishing participation in our markets.

In addition, we are concerned with broker/dealer integrity and capitalization. The Financial Industry Regulatory Authority (FINRA) provides an on-line BrokerCheck System, which we use to review the credentials and regulatory background of each broker/dealer firm and their employees with whom we trade. g) Describe your Firm’s in-house technical and research capabilities. Are outside sources used by the Firm on a regular basis? Describe your credit review process.

Chandler conducts credit research in a team environment comprised of investment professionals as part of the firm’s Credit Committee. William Dennehy, CFA, Co-CIO is the chair of the Credit Committee which also includes additional members of the investment team. The firm’s proprietary credit research process identifies stable and improving credits to include in client portfolios. Although the Nationally Recognized Statistical Rating Organizations (“NRSROs”) typically determine the initial eligibility of a security, Chandler does not rely on these ratings to determine whether a security is suitable for a Chandler portfolio. Chandler’s Credit Committee, with input from the entire investment team further evaluates the suitability of an investment based on our own internal research and a thorough understanding of each client’s investment objectives and risk tolerances. This combination of qualitative and quantitative analysis enables the team to identify and invest in securities consistent with our clients’ objectives of safety, liquidity, and return.

The dynamic nature of the process also provides the team with the ability to detect weak and deteriorating credits, which may be removed from client portfolios and Chandler’s Approved Issuer List. In determining the suitability of a security, the Credit Committee analyzes company fundamentals with a focus on relative balance sheet strength and the overall earnings outlook of the issuer, paired with Chandler’s view of the forwardlooking macro-economic environment. After the fundamental outlook of an issuer has been ascertained, the Credit Committee focuses on the relative value of current and historical spreads of both the issuer and its industry sector. Chandler’s internal credit process is designed to identify and evaluate changing fundamentals and the current relative value of issuers versus sector peers.

The Credit Committee meets weekly to rank corporate issuers into three tiers based on their characteristics and credit profile – top tier, middle tier, and bottom tier – and categorizes those securities based on individual client risk tolerance and policy guidelines. Each sector and issuer is reviewed at a minimum of once per EXHIBIT D - Page 27 of 48
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quarter, or four times per year. The goal is to be proactive in identifying and investing in stable and improving credits, and in avoiding deteriorating credits.

Chandler’s Credit Review Process
In addition to the formal weekly Credit Committee meetings, all credits are monitored on a continuous basis.

The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e. earnings, press releases, management presentations or conferences, ratings changes, etc.). The gathered information is distributed to the entire investment management team daily. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier.
h) What percentage of your research is conducted in-house? Chandler conducts 100% of its research in-house. Our research capabilities include the Horizon Analysis Model as the quantitative foundation for the portfolio construction process, and our credit review/security selection process, described in the response below.
i) Describe your research capability.

Chandler devotes considerable resources to enhancing our own in-house capabilities and evaluating research from outside sources, which we incorporate into our own proprietary processes. Aided by inputs from the different investment committees, decisions are made by the investment team regarding duration positioning, sector allocation, term structure, and issue selection within the firm’s macro view of the economic environment and broad-based view on interest rates and leading economic indicators. The investment team then incorporates these decisions as they apply to each individual portfolio. As our primary focus is on the management of fixed income securities for public agencies, the firm’s analytical rigor is dedicated to the investment types we purchase on behalf of our clients – US Treasuries, Federal Agencies, corporate bonds, commercial paper, negotiable CDs, and asset-backed/mortgage-backed securities, as well as the value identified between sectors and individual issuers.

Chandler conducts 100% of its research in-house. Internally developed, proprietary tools such as our Horizon Analysis Model and credit review/security selection provide a quantitative foundation for Chandler’s portfolio construction process. In addition, the investment management team subscribes to a variety of private research providers including BCA Research, Oxford Economics, Egan Jones, and CreditSights to augment the overall research efforts of the firm. The team keeps abreast of sell-side research from a broad group of domestic and international investment banks. These tools not only provide data for our investment processes but ensure that our clients have access to the most current and relevant market information.

Chandler’s professionals also conduct research projects on an ad hoc basis on issues concerning our industry EXHIBIT D - Page 28 of 48
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and our clients, such as changes in the brokerage world, studies on how legislative changes impact our clients, and research on new sectors or investment structures as appropriate for our clients’ portfolios.

Proprietary Tools and Best-in-Class Resources for Portfolio Constructions Chandler’s proprietary Horizon Analysis Model is the quantitative foundation for the portfolio construction process. The model enables our portfolio management team to integrate their research into the portfolio management process in a disciplined and repeatable way. Inputs to the model include:
• current yields on Treasury, agency, and corporate securities; • specific client constraints, such as maturity restrictions and maximum sector exposure; and • nine different probability-weighted forecasted interest rate scenarios that may occur at the six-month horizon date. Our analysis of current macroeconomic conditions is one of the factors we consider as we develop the nine scenarios that comprise the third input to the model.

Chandler’s Investment Process
Through an iterative process, the model generates the “optimal portfolio structure” (duration, maturity distribution, and sector allocation), which we define as the portfolio that achieves a return greater than the benchmark in each of the nine scenarios. That is, the model generates a portfolio structure that we expect will outperform the portfolio’s benchmark over a wide range of possible future interest rate movements. The Investment Team then evaluates the optimal portfolio structure and using their expertise and judgement, may adjust as they begin the construction of the portfolio. This combination of a rigorous quantitative structure and experienced qualitative oversight is a hallmark of all Chandler’s portfolio management activities.

Periodic Rebalancing
With the passage of time, portfolio characteristics tend to drift away from the desired structure. For that reason, the team reruns the Horizon Analysis Model monthly, reevaluates the optimal portfolio structure and rebalances to obtain the desired sector allocation and duration target as market conditions change. In addition, the benchmarks used by our clients for performance measurement are reconstituted monthly; therefore, we realign our portfolios with these benchmarks. As part of our active management approach, we will also rebalance when we find securities of superior value in terms of expected return or reduced risk or to adjust the credit quality of a holding for the portfolio.

Credit Analysis and Security Selection
Chandler conducts credit research in a team environment comprised of investment professionals as part of the firm’s Credit Committee. William Dennehy, CFA, Co-CIO is the chair of the Credit Committee which also includes additional members of the investment team. The firm’s proprietary credit research process identifies stable and improving credits to include in client portfolios. Although the Nationally Recognized Statistical EXHIBIT D - Page 29 of 48
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Rating Organizations (“NRSROs”) typically determine the initial eligibility of a security, Chandler does not rely on these ratings to determine whether a security is suitable for a Chandler portfolio. Chandler’s Credit Committee, with input from the entire investment team further vets the suitability of an investment based on our own internal research and a thorough understanding of each client’s investment objectives and risk tolerances. This combination of qualitative and quantitative analysis enables the team to identify and invest in securities consistent with our clients’ objectives of safety, liquidity, and return.

The dynamic nature of the process also provides the team with the ability to detect weak and deteriorating credits, which may be removed from client portfolios and Chandler’s Approved Issuer List. In determining the suitability of a security, the Credit Committee analyzes company fundamentals with a focus on relative balance sheet strength and the overall earnings outlook of the issuer, paired with Chandler’s view of the forwardlooking macro-economic environment. After the fundamental outlook of an issuer has been ascertained, the Credit Committee focuses on the relative value of current and historical spreads of both the issuer and its industry sector. Chandler’s internal credit process is designed to identify and evaluate changing fundamentals and the current relative value of issuers versus sector peers.

In addition to our internal research tools and capabilities, the following external systems and software support our trading, portfolio accounting and client reporting:
• PAM for Securities Accounting system (Princeton Financial Systems)- Main source of record where all portfolio transactions are stored. Holdings information are based on the transactions entered.

Also stores SMF records, pricing, ratings, performance calculations, and other supporting data. • SQL Database- Stores enterprise operational data such as account information, reporting/configuration, credit/index information, etc. Also stores copies of PAM data. Main source of information for 95% of our reporting. Remaining information comes from PAM, Access, or Bloomberg AIM reports.
• SQL Reporting/Report Manager- Main application that creates, automates reports, and displays reports.
• Bloomberg AIM - Order Management System. Imports holdings information from PAM and sends trading transactions to PAM. Also gets trade ticketing information, allocations, OASYS, settlement instructions enrichment. Compliance system used for pre-trade, post-trade, and end-of-day compliance testing and straight-through processing of investment transactions. • Bloomberg AIM - Investment Manager. The Bloomberg AIM system provides seamless data integration that compliance, as well as post-trade automation such as trade and security master file (SMF) data automatically sent to our accounting system. Its compliance monitoring features will calculate and monitor asset class exposure, as well as issuer size and concentration limits, as well as compliance with the City’s investment guidelines and legal requirements. • Effects of Security Purchases/Sales. Bloomberg AIM also allows the portfolio manager to test the effects that new securities will have on an existing portfolio. For example, the team can propose a trade in Bloomberg AIM, and determine what impact the position will have on the portfolio’s overall duration. In addition, we can perform an analysis on how a portfolio will be affected given a specified change in interest rates to ensure the portfolio will continue to meet the objectives of the portfolio.

We also can see the impact of security transactions on the portfolio not only from a portfolio management standpoint but also the implications to the accounting such as the gain/loss of a security sale.
• Electra Reconciliation System and Data Retrieval Services – Custodian to PAM reconciliation system.

Gathers and consolidates bank and manager data each night/morning, as it becomes available.

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• OASYS- Product by OMGEO that communicates trade allocations to other participating OASYS brokers
• Confirm/Affirm- Product by OMGEO where the details of trades are communicated between the broker and Chandler to achieve settlement. This helps streamline settlements and notifies parties when trades details do not match.
• Salesforce CRM – Contact management, portfolio settings, report distribution settings.

The City is not required to purchase any additional programs or software that is utilized for services under this engagement, relieving the need for to allocate capital for portfolio optimization, policy compliance, financial reporting, and other crucial aspects of managing your funds. j) What technical analysis (if any) do you use?
We do not use a pure technical analysis process. We use quantitative measures to support our qualitative beliefs. The Investment Management Team occasionally uses technical methods to determine timing of purchases on an intraday basis, striving to execute transactions at the lower end of the daily trading range. k) What role does interest-rate forecasting play in your portfolio management strategy? Interest rate forecasting plays a limited role in our investment process. We believe that it is not possible to add value to a portfolio consistently over time through speculation on future interest rates. In order to do so, a portfolio manager would have to accurately predict three variables–the direction of the interest rate change, the amount of the change, and its timing. For that reason, we limit the impact of changing rates on our portfolios by maintaining portfolio duration within a band around the benchmark duration to avoid speculation on interest rate forecasting.

The Chandler team incorporates forward looking macroeconomic assumptions into our forecasts throughout our committee structure. One example is the probability-weighted interest rate scenarios on a forwardlooking six-month horizon embedded within our Horizon Analysis Model. The probabilities are adjusted multiple times a year, while the actual scenarios are also occasionally adjusted to best reflect the range of probable outcomes for interest rates based on the macroeconomic outlook of the Committee. Scenarios typically include parallel up and down yield curve changes, as well as non-parallel shifts, and the “unchanged” case. We then structure portfolios that we expect will outperform the portfolio’s benchmark over a wide range of possible future interest rate movements.
l) How will you handle fluctuating cash?
We acknowledge that recent events have impacted the economy and hasleft local governments with a greater deal of uncertainty than they have experienced in the past. Combined with the prolonged low-yield environment most affecting short-term interest rates, current challenges make a cash flow analysis and tactical investing in the cash markets of paramount importance. We intend to optimally structure the City’s portfolio to put its cash to work, make cash available as needed, and at the same time reduce the costly effect of maintaining too much liquidity in shorter-maturity investments with lower yields and lower return potential.

We utilize proprietary methods to conduct cash flow analysis and forecast of cash expenditures as an initial step and on an ongoing basis to effectively structure a portfolio that ensures liquidity and provides the City with opportunities for enhanced returns. Our process encompasses a statistical balance analysis informed by budgetary events. Our approach models the City’s historical use of cash, which is then fine-tuned with input from staff regarding budget progress, challenges, and expectations. We consider this process key to our approach and an important part of our comprehensive services. We will communicate with you about the City’s changing cash needs in order to update cash flow forecasts, manage liquidity, and structure securities EXHIBIT D - Page 31 of 48
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in the portfolio to mature on known cash flow dates. To ensure liquidity, we will present a structure that may include using LAIF or involve segregating a portfolio of short-duration securities where funds are invested to a short-duration target or to a known cash flow date. Funds not needed for liquidity purposes are identified and can be structured to safely enhance earnings and long-term capital appreciation through investments in high quality longer-maturity investments. Funds not needed for immediate liquidity are then identified as available for investment in the City’s longer-duration total-return strategy that is designed to enhance both interest income and fair value appreciation.

We will assist the City with analysis such as the following chart as a starting point to project balances into the future to handle fluctuating cash flows. We will maintain ongoing dialogue with the City to understand all issues that may impact future liquidity needs. This way, securities can be structured in advance by maturing concurrently with cash needs and avoiding the sale of securities to raise cash when needed.

Sample Cash Flow Analysis
This sample illustration is provided to demonstrate the tools in how we analyze cash balances. Please see important disclosures in the Appendix.

We will work closely with staff to review and assess current cashflow models and make revisions where needed. While we have observed the cyclical flow of many cities’ cash flows and cash activity, other cash profiles have a more variable nature and may change as often as monthly. Because cash flow projections are estimates and subject to unforeseen circumstances, we recommend a portfolio structure that includes an additional layer of short-term investments such as a portfolio of short-term securities or liquidity vehicles designed to be available for unanticipated cash expenditures.

As the City continues to grow and cycle through its cash needs, we will revisit our cash flow analysis and forecasts frequently to confirm that the portfolio is structured optimally to both provide for cash needs and enhance returns. Communication is essential in the management of cash and optimal structuring of a portfolio designed to meet cash obligations, and the investment team will regularly check in with the City’s staff to inquire about both cash needs, as well as advise on funds that are identified for investment in the longer-term strategy.

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m) Describe the ongoing daily investment procedures proposed for the, including procedures for trades, security choice, controls, etc., and how you will provide liquidity.

Chandler’s Investment Management Team reviews portfolios daily for compliance with investment policies and consistency with the recommended portfolio structure. The firm’s investment procedures also incorporate the following:

Trading
Chandler will execute approved securities transactions on a transparent and highly competitive basis, in accordance with our commitment to best execution. The main consideration for broker selection is best execution, including best price and reliability of delivery. As part of this process, we seek a broad range of security trading partners that provide a high level of market liquidity and product inventory. A minimum of three quotations is sought and documented on trade tickets and are reported to clients at the time of execution. The winning seller delivers securities directly to your custodian bank, using standard deliveryversus-payment procedures.

In seeking best execution, we “block” trades for a number of clients, where possible, and then allocate the trades to individual portfolios, using an allocation process designed to treat all clients fairly in the transaction.

We execute transactions through online trading platforms, such as TradeWeb and MarketAxess, or directly through individual brokers with the goal of seeking competitive executions.

Security Selection
Once the team has determined the percentage of the portfolio in any duration range or security type, the team seeks individual securities to complete the portfolio structure. Corporate and agency securities are subject to our rigorous credit analysis process, which results in an Approved Issuer List. Our investment professionals recommend securities from the Approved Issuer List based on relative value considerations.

Managing Portfolio Liquidity
The primary control in the portfolio management process is third party bank custody of client cash and securities, with all transactions occurring on a delivery-versus-payment basis.

Chandler has a robust process for ensuring portfolio compliance with client objectives, policies and directives.

The firm utilizes the Bloomberg AIM trade order management and portfolio compliance system to monitor compliance with client investment guidelines. Each element of a client’s investment policy and guidelines are hard coded into the system by a compliance professional of the firm. Pre-trade compliance testing is activated each time a Portfolio Manager prepares to execute a transaction. The system prohibits execution of the trade if it does not comply with the policy. If an “alert” is triggered for non-compliance, it cannot be lifted by a portfolio manager.

As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, where we detail adherence to requirements such as permitted investments, minimum credit quality, maximum maturities, and concentration limits. This Statement also serves as an effective means of reporting compliance to the governing body.

In addition to providing pre-trade compliance, Bloomberg AIM integrates seamlessly with Chandler’s accounting system. Our investment professionals electronically send executed transaction information to Chandler’s investment operations professionals for settlement processing and broker/custodian notification.

Transactions are then electronically imported into the portfolio accounting/reporting system. We designed these controls to provide appropriate separation of duties and to reduce the possibility of human error in the process.

Ensuring Liquidity
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We recognize that liquidity is second only to safety on our clients’ list of objectives. We actively assist our clients to develop and maintain cash flow forecasts and to manage liquidity. We will review historical balances and assist your staff in developing and maintaining cash flow forecasts to both manage liquidity, as well as mark the funds available to be invested in longer-term strategies to capture additional yield opportunities.

One of the primary tasks at the beginning of the engagement will be to understand the pattern of your cash flows. A straightforward historical analysis of cash balances is a simple but effective method for determining liquidity needs. Future liquidity needs will be accommodated in advance so that cash is available on the date you need it. Generally, all securities in the portfolio are liquid, and available for sale in case of any unforeseen or emergency cash distribution. We encourage our clients to maintain balances in money market funds and other short-term investments.

Chandler’s approach to structuring portfolios is designed to be scalable to changes in your investment program or cash flow needs.
n) Describe your Firm’s electronic and manual controls surrounding compliance with the City’s investment policy.

Chandler uses robust order management (“OMS”) and portfolio compliance software from Bloomberg AIM for ensuring compliance with client objectives, policies and legal requirements on a pre-trade, post-trade and end-ofday basis. At the inception of an engagement, a compliance officer codes each element of the investment policy and guidelines into the Bloomberg system. Since each trade originates in the system, pre-trade compliance testing is generated each time a portfolio manager prepares to execute a transaction. The system prohibits execution of the trade if it does not comply with your investment policy. If an “alert” is triggered for non-compliance, it cannot be overridden by an investment manager, and is escalated for review by compliance professionals.

Oversight of portfolio compliance and trade order management is conducted by Chandler’s dedicated Compliance Department, headed by Chief Compliance Officer Joseph Kolinsky, and which functions separately from the portfolio management team under the appropriate segregation of duties. As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, based on our complete review of our clients’ investments. This report details adherence to requirements such as permitted investments, minimum credit quality, maximum maturities, and concentration limits. This Statement also serves as an effective means of reporting compliance to the governing body.

In the event of a compliance violation, the details and actions taken to correct the violation would be detailed in this report. Further procedures to ensure compliance with state laws, your investment policy, objectives, and directives include:
• A daily reconciliation of transactions and cash balances with custodian information. • A month-end review of the portfolio to confirm compliance with the Investment Policy. • A comprehensive weekly process to ensure credit quality meets your policy standards as well as our strict quality requirements.
• A portfolio structure that satisfies liquidity objectives with short-maturity securities and return objectives with higher duration investments.
• Frequent communication between our team and yours to help us stay informed of any new developments that may modify your objectives.
• Meetings with your staff as frequently as you choose to provide additional opportunities to review portfolio composition and performance at a high level.

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operations. The Bloomberg AIM system provides seamless data integration that improves trading and compliance, as well as post-trade automation such as trade and security master file (SMF) data automatically sent to our accounting system. Its compliance monitoring features calculates and monitors asset class exposure, as well as issuer size and concentration limits, as well as compliance with the City’s investment guidelines and legal requirements.
o) Given the City’s current investment portfolio inventory, describe your Firm’s work plan for the first 60 days of the contract. What changes would you make to the City’s investment policy or portfolio holdings and why?
Chandler will work with the City of Stanton staff to ensure a seamless transition. We will develop an investment plan that considers your specific needs. The following describes the typical tasks necessary for implementation. Our process is flexible and can accommodate your timeline. It is our experience that most investment programs are ready to invest within four to eight weeks from notification of award. Below are a table of implementation tasks that you can except to start during the first 60 days of the contract. Delays can occur due to a change in existing custody provider, the establishment of a new custody provider, or a client’s ability to obtain signatures and return documents in a timely manner.

Implementation Tasks
Investment Program Implementation from Notice of Award
• Execute investment management agreement
• Complete opening documentation
• Establish or review custodial relationship
• Determine sources of funding
Strategy Development
• Review Investment Policy
• Analyze cash needs
• Discuss investment objectives
• Assess risk parameters
• Create customized investment strategy
• Draft management directive
Preparing to Invest
• Develop funding strategy
• Set up read-only access to custodial account
• Build assets in Chandler trading and accounting systems • Assign Chandler Client Portal credentials and conduct Portal demonstration • Review Chandler reporting solution with staff
• Establish trading rules with Chandler Compliance Team Investment of Funds
• Execute funding strategy for initial purchases
• Carry out active investment to maintain target portfolio structure • Inform staff on investment progress through regular communication and formal portfolio reviews
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Chandler’s Suggestions and Feedback
Chandler’s investment team reviewed the City of Stanton’s investment policy statement and holdings. There were suggestions and ideas resulting from the review.

Investment Policy Recommendations
The City’s investment policy is robust and well-written. Chandler has recommendations for consideration based on recent changes to California Government Code (CGC) involving Authorized and Suitable Investments and Asset Backed Securities (ABS).

AB 1770 – Recommend removing the issuer rating requirement of “A” category or higher by at least one Nationally Recognized Statistical Ratings Organization (NRSRO) to be consistent with AB 1770, legislation that became effective 1/1/19 eliminating this requirement. ABS are still required to be rated “AA” or higher by a NRSRO at the security level per CGC Section 53601(o).

Prohibited Investments
SB 998 – Update to CGC that became effective 1/1/21 and remains in effect until 1/1/26 allows California public agencies to purchase securities that could result in a zero or negative interest accrual if they are issued or backed by the US Government.

Chandler would like to explore the following points if awarded the contract. • Increasing diversification to issuers and sectors;
• Utilizing a duration target;
• Implementing a dynamic maturity structure.

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7. REPORTING
a) Describe the investment accounting and reporting system used by your Firm.

Chandler utilizes a third-party accounting software called PAM for Investments. It is a State Street product that performs investment accounting and reporting including performance measurement. We have been using PAM since 1995 and over the years have been able to identify areas for improvement within the product and have seen said improvements incorporated into later releases.

Using PAM as the investment book of record for our clients, we generate comprehensive monthly statements and performance reports, which clients receive no later than the third business day following month end.

Our standard reports currently include:
• Portfolio total rate of return compared to the benchmark return for periods of one month, the most recent quarter, year to date, one year, three years, five years, ten years, and since inception; • Purchase yields.

To ensure integrity, we receive daily pricing of securities from Interactive Data Corporation, Inc. (IDC). In the rare instance that a security is not priced by IDC, we use an alternative pricing source, such as TRACE, Bloomberg, custodian valuation, etc., to determine reasonable fair market value. Our operations team also performs daily reconciliation of transactions and cash balances with our clients’ custodians.

We are able to provide comprehensive reporting that will be tailored to meet the City’s unique needs, as well as meet the demand of the marketplace. While our performance measurement software and data sources are from outside vendors, our reporting capabilities are based on a proprietary reporting tool, and so we are able to customize reports for our clients.
• Is a client portal available? If so, what kind of information is available in the client portal and for how long? Access to the Chandler Client Portal is available to individual contacts selected by the client, and is accessible to clients 24 hours a day, 7 days a week. Chandler’s Client Portal is a secure and robust portal that includes read only data such as monthly statements, quarterly reports, trade tickets and annual reports for three years.

Any information regarding your Chandler Managed portfolio will be housed on our systems and can be furnished to you via an email or by phone request. In addition to reports and trade tickets, you will have access to Chandler’s weekly economic updates and monthly bond market review. We also offer customizable holdings reports in excel. We offer each client secure credentials and portal training as part of our onboarding process. Online Client Portal: Chandler’s Client Portal is the custom computer-based analytical tool that provides clients with secure access to a variety of digital files, including customized reports, trade tickets and documents, as well as the ability to download daily transactions and holdings, historical monthly statements, and quarterly reports. The Portal offers online access and is also designed to be viewed on mobile devices.

Reports can be downloaded in Excel format and easily mapped and integrated into your internal reporting requirements, aggregating your data for effective analysis, and improving your operational efficiencies. Access to the Chandler Client Portal is available to individual contacts selected by the client, and is accessible 24 hours a day, 7 days a week.
b) Describe your Firm’s trade settlement and account reconciliation process.

Chandler uses daily automated reconciliation software, Electra Information Systems (“Electra”) for post-trade processing as well as electronic collection of asset and transaction data from the custodians of our clients who chose to provide this data to us electronically. This allows us to perform timely daily reconciliations to ensure that all transactions, coupon payments and maturities are recorded correctly at the custodian and enhances EXHIBIT D - Page 37 of 48
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operational efficiency. All other functions relating to our operations/back-office functions are performed inhouse.

The following software systems are used to support Chandler’s in-house functions:
• PAM Accounting system (A State Street Corporation product)- Investment book of record where all portfolio transactions are stored. Holdings information is based on the transactions entered. Also stores SMF records, pricing, ratings, performance calculations, and other supporting data. • SQL Database- Stores enterprise operational data such as account information, reporting/configuration, credit/index information, etc. Also stores copies of PAM data. Main source of information for 95% or our reporting. Remaining information comes from PAM, Access, or Bloomberg AIM reports.
• SQL Reporting/Report Manager- Main application that creates, automates reports, and displays reports.
• Bloomberg AIM – Trade order management system (“OMS”) and portfolio compliance system. Data integration, as well as post-trade automation such as trade and security master file (SMF) data automatically sent to our accounting system. Its compliance monitoring feature calculates and monitors asset class exposure, as well as issuer size and concentration limits, as well as compliance with client investment guidelines and legal requirements.
• CTM - Product by OMGEO that communicates trade allocations to other participating OASYS brokers • Salesforce CRM – Contact management, portfolio settings, report distribution settings, etc. c) Specify whether our Firm’s reports are reconciled with the City’s safekeeping account and how.

Reports will be prepared in accordance with state law and the Governmental Accounting Standards Board (GASB) and are compiled to meet your specific needs. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®) and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firmwide GIPS® compliance. Chandler provides monthly portfolio accounting and performance statements as well as mark-to-market fair value pricing for securities in accordance with GASB 31. We provide a GASB 40 report to all governmental clients, which provides the information needed to prepare the required fiscal year-end portfolio risk assessment, and we will be able to assist the City in drafting the narratives for GASB notes. We have developed a GASB 72 report which is available by fiscal yearend. The GASB 72, Fair Value Measurement and Application, issued in February of 2015, requires government investments to be measured at fair market value. It also requires disclosures regarding how fair value was measured, what hierarchy the investment fits into and any special valuation processes used. Chandler’s investment and operations professionals remain dedicated to staying in front of all GASB pronouncements, interpretations, and implementation guidelines as they affect our government clients from a reporting and compliance perspective. Please see Chandler’s Sample Monthly Statement and Quarterly Report in the Appendix. d) The City expects a monthly report on the City’s investment portfolio that can be included in the Monthly Treasurer’s Report to the City Council. Describe the format of reports that you would provide to the City and when. How many days after the end of the month will the City be provided its reports? (For example, when could the City expect to receive its reports for the month ended March 31, 2022?) Attach a sample.

Monthly Statements: We provide monthly portfolio accounting and performance statements as part of our regular services. Each monthly statement begins with a one-page management summary of portfolio characteristics that provides a thorough overview of the portfolio, including performance relative to the selected benchmark(s), followed by a statement of compliance. A detailed asset listing, including cost, book, EXHIBIT D - Page 38 of 48
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and market values, a transaction ledger, an earned interest report, and a cash flow report follow the summary page.

Monthly statements are accessible on the Chandler Client Portal. Clients receive an email notification stating that the statement is available for download no later than the third business day following month-end.

A client statement for the City of Stanton as of March 31, 2022, would be available on the Chandler client portal by the end of business on April 5th.

Reports will be prepared in accordance with state law and the Governmental Accounting Standards Board (GASB) and are compiled to meet your specific needs. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®) and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firmwide GIPS® compliance.

Chandler utilizes the software of PAM for Investments, a State Street Company to perform investment accounting and reporting. Using PAM as the investment book of record for our clients, we generate comprehensive monthly statements and performance reports, which clients receive no later than the third business day following month end.

Chandler measures portfolio performance monthly and quarterly on a total return basis, providing a complete snapshot of the outcomes resulting from investment decisions since total return measures the percent change in the value of a portfolio over a defined historical period. The total return of the portfolio is compared to carefully selected benchmarks which have been selected in collaboration with clients as the appropriate metric for assessing performance relative to their risk tolerances and investment objectives.

Our standard reports currently include purchase yields and portfolio total rate of return compared to the benchmark return for periods of one month, the most recent quarter, year to date, one year, three years, five years, ten years and since inception.

To ensure integrity, we receive daily pricing of securities from Interactive Data Corporation, Inc. (IDC). In the rare instance that a security is not priced by IDC, we use an alternative pricing source, such as TRACE, Bloomberg, custodian valuation, etc., to determine reasonable fair market value. Our operations team also performs daily reconciliation of transactions and cash balances with our clients’ custodians.

The reports that Chandler provides to you will provide transparency of your portfolio, and will assist your staff with their accounting duties, alleviating and even eliminating intermediary steps required to compile internal reports. We are able to provide comprehensive reporting that is tailored to meet the City’s unique needs, as well as meet the competitive demand of the marketplace.

Quarterly Reports: We also provide quarterly investment reports in a format designed to facilitate discussion between Chandler investment professionals and the City’s staff. The report presents portfolio characteristics, return, compliance, and a summary of accounts under management using graphs, charts, and illustrations in a format that is effective for management, elected officials and interested members of the public. We provide this report for our regular meetings with the City.

Reports will be prepared in accordance with state law and the Governmental Accounting Standards Board (GASB) and are compiled to meet your specific needs. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®) and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firmwide GIPS® compliance.

Chandler provides monthly portfolio accounting and performance statements as well as mark-to-market fair value pricing for securities in accordance with GASB 31. We provide a GASB 40 report to all governmental EXHIBIT D - Page 39 of 48
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clients, which provides the information needed to prepare the required fiscal year-end portfolio risk assessment, and we will be able to assist the City in drafting the narratives for GASB notes.

We have developed a GASB 72 report which is available by fiscal year end. The GASB 72, Fair Value Measurement and Application, issued in February of 2015, requires government investments to be measured at fair market value. It also requires disclosures regarding how fair value was measured, what hierarchy the investment fits into and any special valuation processes used.

Chandler’s investment and operations professionals remain dedicated to staying in front of all GASB pronouncements, interpretations, and implementation guidelines as they affect our government clients from a reporting and compliance perspective.

Please see Chandler’s Sample Monthly Statement and Quarterly Report in the Appendix. e) What performance benchmarks would you suggest for this portfolio? Provide recommendations regarding performance benchmarks for a portfolio similar to that of the City of Stanton. What experience has the Firm had in developing benchmarks for public operating portfolios? Chandler has deep expertise in analyzing and selecting effective benchmarks for performance measurement and will undergo a collaborative process with the City’s staff to select appropriate benchmarks for each of its portfolios. Fixed income investors generally choose their total return benchmarks from either the Barclay’s Capital or the ICE Bank of America (“ICE BofA”) families of indexes. We prefer the ICE BofA indexes because they offer us the ability to identify, observe, and integrate security data into our models. We import all the constituents of a specific benchmark into our system and perform detailed analysis designed to optimize the performance of each client’s portfolio relative to that benchmark.

We have worked with numerous clients to create custom benchmarks that are blended from two or more readily available benchmarks to reflect the client’s investment objectives and risk tolerances more accurately.

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9. REFERENCES
a) List the name, address, telephone number, and email of references from at least three (3) current clients similar in size and scope to the City. Include a brief description of the work provided for each reference and the size of the entity’s investment portfolio that your Firm manages (or managed). California municipal or county projects are preferred. You may offer more than the recent similar projects if desired. The references should include the start date of the project and the date of completion for each project.

Chandler is pleased to provide the following references for the City:

Chandler Current Client References
Client Contact Information Dates of
Services
AUM* Type of
Account(s)
City of Brea
1 Civic Center Cir.

Brea, CA 92821
Williams Gallardo
City Manager
Ph.: (714) 671-4418
[email protected]
1996-
present $94 M
Operating
funds; 3–5
year strategy;
1–5-year
strategy
City of La Habra
110 E. La Habra
Boulevard
La Habra, CA 90631
James Sadro
City Manager
Ph.: (562) 905-9783
[email protected]
1999-
present $35 M
Operating
funds; 1–5
year strategy
City of San Juan
Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA
92675
Ken Al-Imam
Director of Finance/City Treasurer
Ph.: (949) 443-6301
[email protected]
2018-
present $40 M
Operating
funds; custom
cash
management
and 1-3
strategy
*Chandler Asset Management Assets Under Management as of 12/31/21. This list includes clients that have given permission to be listed. It is not known whether or not the listed clients approve or disapprove of Chandler, or the services provided.

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10. ADDITIONAL INFORMATION
a) Provide a copy of your Firm’s most recent ADV Parts 1 and 2 on file with the SEC.

Please see our most recent ADV Parts I and II as on file with the SEC in our attached appendices. Chandler’s ADV is attached as Appendix A.
b) Provide a copy of your Firm’s most recent Annual Compliance Report (completed in accordance with Rule 206(4)-7 of the Investment Advisers Act).

Chandler Asset Management Inc. completes an Annual Compliance Report in accordance with Rule 206(4)-

7. Our annual compliance review consists of the following key processes:
• Throughout the year, Chandler’s Compliance Team performs detailed monitoring and testing over key corporate functions and processes. Results of this monitoring and testing are centrally documented, and any opportunities for process enhancement identified by Compliance are immediately communicated to the applicable business unit(s) for evaluation and possible implementation. • In addition to our own ongoing internal testing performed by our Compliance department, Chandler contracts with an independent third party (Core Compliance & Legal Services – “CCLS”) to perform detailed testing of our key controls throughout the year, to ensure that these controls continue to be effective.
o We have provided a copy of this report for your review. As Chandler is a private firm, we ask that this report be kept confidential and not for further distribution. • Annually during the fourth quarter, the firm’s Management Team reviews our Risk & Control Matrix. Any changes in residual risk ratings are discussed by the team. • Once our annual risk assessment review is completed, Compliance reviews our Code of Ethics and Policies & Procedures Manual. This review ensures that the key processes and corresponding controls are accurately reflected.
• Each March, the Chandler CCO summarizes our internal monitoring and testing results, adjustments made to our risk & control assessment, any observations provided by CCLS, and any changes made to our policies & procedures within Chandler’s Annual Compliance Report. This report is presented to the firm’s Executive Committee by the CCO. Since Chandler utilizes the contents of this annual report for strategic purposes, it is our policy not to disseminate it outside of the firm; however, we can schedule a meeting with your team (in person or virtual) to walk you through our process as well as the report itself.
c) Provide a copy of your Firm’s most recent GIPS Composite Report and Verification Letter.

Please see our most recent GIPS Composite Report and Verification Letter in our attached appendices.

Chandler’s GIPS report is attached as Appendix D.
d) Describe your Firm’s business continuity plan, how often it is updated, and what assistance would be available to the government.

As part of its fiduciary duty to its clients, and as required under the Federal Compliance Program Rule, Chandler has adopted a Disaster Recovery/Business Continuity Plan to provide for the firm’s recovery from an emergency or disaster and for the resumption of business operations in as short a period of time as possible.

These policies and procedures address our primary responsibility for establishing and maintaining communication with our clients and for our mission critical functions. Chandler’s Disaster Recovery/Business Continuity Team consists of senior members of the firm’s administration and includes IT professionals as well as outsourced consultants.

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Chandler’s policy addresses our response to both internal and external significant business disruptions and includes procedures for data back-up and recovery, client access to funds and securities, phone, internet and email disruptions, and mission critical functions such as order entry, execution, and client reporting. In the unlikely event that Chandler’s corporate headquarters in San Diego were damaged and inaccessible, we have the ability to operate from any of our regional offices in Marin County, Walnut Creek, Ventura, Denver, Seattle, or Orlando. If we determine we are unable to continue our business, we assure clients prompt access to their funds and securities.

COVID Related Measures
Chandler’s Business Continuity Plan has been effective during the current pandemic which commenced with all of Chandler’s employees working remotely beginning on March 16th. The plan is structured to enable us to continue to safely service our clients and effectively manage portfolios, and we have been operating at full capacity since sheltering in place. The following are some steps we took during this unprecedented time:
• We implemented our BCP and client communication plan when infections began climbing, before the California-mandated shelter-in-place;
• We experienced zero disruptions to our business operations; • We maintained constant communication with all our clients from the early days of the shelter-in-place through today;
• None of our clients experienced any sort of disruption to their investment programs; and • We continue to function at full capacity, including maintaining full trading operations, compliance, statement production, and communication.

Data Backup and Recovery
Chandler has hired AppliedSense, an outsourced IT firm, to administer and monitor the back-up and recovery of our electronic records. Applied Sense is also responsible for monitoring, maintaining, and managing our network and overall IT infrastructure, and administers and maintains the Data Backup and Recovery System which is a comprehensive backup solution for our mission-critical servers. AppliedSense is available for support on 24 hour / 7 days a week basis.

All records maintained electronically are backed up hourly to a storage device on site. On a daily basis, missioncritical files are sent to offsite backup devices maintained in two separate geographical locations in secure collocation facilities. Our data backup and recovery procedures allow us to retrieve data within minutes, if needed. The firm reviews its policy on a quarterly basis, and updates and revises it whenever a significant event or regulation determines its inclusion. Chandler, with the assistance of AppliedSense, conducts semiannual tests of our backup services. All employees of Chandler are required to attest that they have reviewed the procedures described within the policy.

Cybersecurity/Data Security
Chandler recognizes the critical importance of safeguarding clients' personal information as well as the confidential and proprietary information of the firm and its employees. While recognizing that the very nature of cybercrime is constantly evolving, Chandler conducts periodic assessments based on our firm's use of technology, third-party vendor relationships, reported changes in cybercrime methodologies, and in response to any attempted cyber incident, among other circumstances.

Chandler’s comprehensive Cybersecurity Policy includes procedures that cover acceptable use by employees of Chandler’s network resources, as well as data backup, data destruction, data encryption, security monitoring, vendor access and incident management. The firm has addressed several components of cybersecurity that our processes monitor including:
• websites and domains
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• firewalls
• antivirus
• patch management
• employee access/privileges
• VPN/encryption
• mobile device management (MDM)
• intrusion prevention
• IDS and security alert
• multi-factor authentication requirements
• the physical security of our office, servers, and individual workstations On a quarterly basis, Chandler, with the assistance of AppliedSense conducts cyber-hygiene and resilience tests to include third-party penetration testing including but not limited to websites, on-premise workstations, wireless access points, servers, routers, etc. In addition, social engineering tests are conducted such as email phishing, CEO spear phishing, domain spoofing, pretexting, baiting, and quid pro quo. Each of these tests result in a post-mortem with any resolutions put in place immediately and prior to the next quarter’s testing. e) Describe your Firm’s technological controls, including:
• Physical access;
• Logical access;
• Change controls; and
• Remote access, including use of mobile devices.

Include a description of how the Firm is prepared to defend its systems from a cyberattack.

Below is a comprehensive description of Chandler’s technological controls.

Data Backup and Recovery
Chandler has hired Applied Sense, an outsourced IT firm, to administer and monitor the back-up and recovery of our electronic records. Applied Sense is also responsible for monitoring, maintaining and managing our network and overall IT infrastructure, and administers and maintains the Backup Data and Recovery System which is a comprehensive backup solution for our mission critical servers. All records maintained electronically are backed up hourly to a storage device on site. On a daily basis, mission critical files are sent to offsite backup devices maintained in two separate geographical locations in secure collocation facilities. The firm reviews its policy on a quarterly basis, and updates and revises it whenever a significant event or regulation determines its inclusion. Chandler, with the assistance of Applied Sense, conducts annual tests of our backup services.

Additionally, all employees of Chandler are required to attest that they have reviewed the procedures described within the policy.

Backup and Data Recovery
• On premise BDR
o All critical business data and files are replicated and backup nightly via our on-premise Backup and Data Recovery server (BDR) with data retrieval, if needed, within minutes. • Off premise BDR
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detection measures located in Oregon and Texas, meeting CJIS, CSA, FERPA, HIPPA, and MPAA standards with data retrieval, if needed, within minutes.

Cybersecurity/Data Security
Chandler recognizes the critical importance of safeguarding clients' personal information as well as the confidential and proprietary information of the firm and its employees. While recognizing that the very nature of cybercrime is constantly evolving, Chandler conducts periodic assessments based on our firm's use of technology, third-party vendor relationships, reported changes in cybercrime methodologies, and in response to any attempted cyber incident, among other circumstances.

Chandler’s comprehensive Cybersecurity Policy includes procedures that cover acceptable use by employees of Chandler’s network resources, as well as data backup, data destruction, data encryption, security monitoring, vendor access and incident management. These policies and procedures are distributed to employees and appropriate employee training is conducted to ensure employee adherence to these policies and procedures. Chandler also appoints an outsourced Chief Information Officer to support oversight of IT and cybersecurity management and monitoring.

Digital Security
• Websites and Domains
o All company websites and domains use HTTPS and redirect all HTTP traffic to HTTPS. Preventative cross-site scripting protocols, enabled public key pins, TLS 1.1 and TLS 1.2 where applicable, and strong password requirements for individualized access and content. • Firewall
o Network devices routinely monitoring and reviewed for concerns such as privilege creep o Active breach monitoring is performed 24 hours a day with alerts sent to key staff and IT personnel when certain criteria is met.
• Antivirus
o Customized scripts and policies in place for 24-hour administrator alerts and security events. o Cloud-managed antivirus with daily definition updates and 0-day technologies. • Patch Management
o Regulated and monitored patch implementation with updates applied through centralized services and controllers.
o Digitally signed updates to verify sender authenticity. • Employee Access/Privileges
o Regular review of employee accounts and associated permissions. o Password management is enforced via a strong password policy with 90-day expiration times. o Automatic screen-lock prompting user for a password after 15 minutes of inactivity. • VPN/Encryption
o Encrypted 256-bit remote communications utilizing SSTP, IPsec, and DNSsec. o Single sign-on services with verbose logging for remote sessions. • Mobile Device Management (MDM)
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o MDM routinely checks for malware, rooted or “jailbroken” operating systems, pin or passcodes and data encryption are in place and no unsigned applications are installed. o MDM allows for remote wipe if lost/stolen.
o MDM provides instant notifications all users or to one specific individual. • Intrusion Prevention System (IPS)
o We employ several IPS solutions from regularly updated DNS filtering, additional spam filtering, and universal password management applications capable of one-click sign-off, deletion, and recredentialing, if needed.
o Data loss prevention technologies are deployed on edge routers and email gateways. o Comprehensive logging/reporting for all network-wide operations with network administrator review.
• IDS and Security Alerting
o Any questionable emails and or attachments are caught by our regularly updated IDS solution that alerts our IT team for immediate review and feedback. All reviews are conducted outside of the network and released if no issues are found.
o Active network security monitoring utilizing technologies such as machine learning for a complete security alerting policy and notifying key staff regarding but not limited to intrusions, excessive heat, hard drive capacity, bandwidth bottlenecks, failed login attempts, etc. • Multi-factor authentication requirements
Physical Security
• Office building
o Key, keypad, restricted access only to authorized members to the on-premise server room. • USB port blocking
o Scheduled for implementation in 4Q2018, all USB ports on company workstations will be blocked via a Universal Group Policy from user access thereby preventing unauthorized data replication. • Server Security
o Network-wide enforced hard drive encryption using AES256-bit encryption prevents anyone with physical access to the hard drives from accessing any data. • Real-time analysis and security of out-of-scope activities specific to applications and network hardware via a SIEM (Security Information and Event Management) engine. • Off premise Server Security
o All data replication services are hosted via Amazon S3, a SSAE16 SOC1 Type II certified nondescript data center with physical, video, electronic, biometric authentication, and other intrusion detection measures located in Oregon and Texas, meeting CJIS, CSA, FERPA, HIPPA, and MPAA standards. Physical access is logged, monitored, and retained.

EXHIBIT D - Page 46 of 48
44 | Page
Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA
Cyber-Hygiene/Resilience Testing
• Third-party penetration testing
o Our third-party cybersecurity team conducts quarterly network penetrations testing including but not limited to, websites, on-premise workstations, wireless access points, servers, routers, network attached storage devices, etc.
o From these quarterly penetration tests, a postmortem is conducted with any resolutions put in place immediately and prior to the next quarter’s testing. Only key management is aware of when these penetration tests will occur.
• Third-party social engineering testing
o Our third-party cybersecurity team conducts bi-annually social engineering tests including but not limited to email phishing, CEO spear phishing, domain spoofing, pretexting, baiting, and quid pro quo.
o From these quarterly penetration tests, a postmortem is conducted with any resolutions put in place immediately and prior to the next quarter’s testing. Only key management is aware of when these penetration tests will occur.
• Training
o Derived from the social engineering tests, we conduct a mandatory instructor-led annual cybersecurity awareness training.
o Cumulatively, we also create and deploy cybersecurity quizzes and follow-on resources for selfpaced learning.

Vendor Security Management
• We conduct annual re-certifications in the form of a Vendor Due Diligence Questionnaire (DDQ) of all vendors and service provides associated to data security. • This 70-point Diagnostic DDQ, once completed, is scrutinized, and validated for completeness and accuracy by our IT and Cybersecurity team, AppliedSense. f) Briefly describe any additional features, attributes, or conditions which the City should consider in selecting your Firm. Describe any other services your Firm can provide.

Leveraging resources from across the firm, we provide advice and investment manager analysis while bringing clients a personalized and local perspective. We are an investment management firm founded by former investment officers of large public agencies, providing our clients with a depth and context in our ability to understand your unique needs and how a successful investment program adds value to your entity’s bottom line. In addition, Chandler distinguishes itself from its competition in several ways, and in all aspects of the relationship with its clients, not limited to its investment management capabilities. • Deep history and experience. Chandler’s founder, CEO, and other key investment professionals have worked as investment officers and finance directors of public agencies and have in-depth experience and knowledge of the issues these entities face in managing their assets effectively.

Since 1988, Chandler has assisted public agency clients fulfill their fiduciary duty to their constituents by providing high quality fixed income portfolios in a risk-conscious framework that conform to all state laws and directives. Chandler has both the depth (experience) and breadth (service capabilities) as an investment manager and is particularly qualified to meet the City’s EXHIBIT D - Page 47 of 48
45 | Page
Request for Proposals for
Investment Management and Advisory Services

CITY OF STANTON, CALIFORNIA
investment needs because of our decades of experience in safeguarding our clients’ funds and structuring them optimally to meet all objectives.
• Access to portfolio managers. Chandler offers its clients direct access to its lead portfolio managers and the back-up investment management team who are responsible for making the decisions for your portfolio, allowing for customization and flexibility to changes in your program. Your key investment contacts as well as the rest of the investment management team will have a significant understanding of not only your investment portfolio, but also of where it fits in the overall program and its future objectives.
• Corporate Headquarters in California. Chandler has been headquartered in San Diego since its inception and has regional offices in Marin County and Walnut Creek to serve Northern California clients. Our investment professionals are experts in California’s investment landscape and possess significant expertise in structuring portfolios that adhere to California Government Code.

Investment professionals are in the same time zone as the City and will provide timely updates to changes in legislature and best investment practices for California public agencies. We also invite your staff to Chandler’s San Diego office for onsite visits, department training, educational sessions, and for the purpose of conducting due diligence at times most convenient for your finance staff. • Resources. Chandler’s clients count on our extensive research and analytical capabilities used to identify opportunities and minimize risk. Our access to market information in conjunction with our proprietary credit review process makes our services of significant value. Additionally, our independent compliance team will ensure that all trades conform to California Government Code, the City investment policy, and the customized investment strategy that we will co-develop with the City’s staff.
• Commitment to client success. We are dedicated to our role as fiduciaries to our clients and strive to ease the responsibility and operational requirements needed to effectively invest the City’s assets. Our comprehensive services provide transparency, excellent client service, and successful investment program outcomes. We commit the full resources of the firm to ensure your success.

Chandler can provide additional services that will add value to the City’s investment program including:
• Strategy development or customization of strategies suitable to the City’s investment program; • Other Post-Employment Benefit (“OPEB)” Management. Chandler has been managing postemployee benefit accounts such as pension trusts and medical benefit trusts for clients since 2003.

We use a multi-asset class strategy (Chandler’s “MAC” Strategy) to achieve the objectives and target return of the plan;
• Management of the City’s cash in strategies including short-term securities as an alternative to LGIPs/other overnight investment pools;
• Targeted educational sessions on fixed income and financial topics and issuance of Continuing Professional Education (CPE) credits;
• Management of bond reserves and/or bond proceeds;
• Custodial bank/safekeeping review and selection, and; • Broker/dealer selection and monitoring.

We look forward to discussing the full suite of service offerings Chandler can provide as investment adviser.

EXHIBIT D - Page 48 of 48
1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: June 14, 2022
SUBJECT: FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT

FOR IT MANAGEMENT AND SUPPORT SERVICES (SDI PRESENCE,
LLC)
REPORT IN BRIEF:

On March 9, 2021, the City entered into a Professional Services Agreement (Agreement) with Scientia Consulting Group, Inc. (SCG) for IT Management and Support Services.

Staff recommends City Council approve this First Amendment to the Agreement, assigning the Agreement to SDI Presence, LLC (SDI), which acquired SCG.

RECOMMENDED ACTION:

1. City Council declare that this item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) and 15060(c)(3); and

2. Approve the agreement with SDI Presence, LLC, formerly Scientia Consulting Group, Inc.; and

3. Authorize the Interim City Manager to bind the City of Stanton and SDI Presence, LLC, formerly Scientia Consulting Group, Inc. in a contract to provide IT management and support services.

BACKGROUND:

On March 9, 2021, the City entered into a Professional Services Agreement (Agreement) with Scientia Consulting Group, Inc. (SCG) for IT Management and Support Services, which include procurement guidance, desktop support, network and server administration, email administration, virus/spam protection, data backup management, and more. The City entered into the Agreement after Council approved the cooperative purchasing “piggyback” off of the City of La Palma’s competitive bid process for IT support services.

On February 3, 2022, SCG was acquired by SDI Presence, LLC (SDI), an IT consultancy and managed services provider with a twenty-five-year corporate resume and a portfolio that includes some of the nation’s largest airports, utilities, and government agencies.

Item: 9L
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2 The acquisition has not changed the key personnel assigned to the City, nor has it changed the scope of services.

ANALYSIS/JUSTIFICATION:

Sections 3.7 and 3.8 of the Agreement (reproduced below) allow for the assignment of the Agreement to a successor.

3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

City Staff desires to assign the remainder of the existing five-year contract to SDI. Staff plans to undergo an RFP process for a new five-year contract for IT Management and Support Services in Fiscal Year 2025/26.

FISCAL IMPACT:

None. The acquisition has not changed the cost and rates in the initial Agreement.

ENVIRONMENTAL IMPACT:

None. This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378(b)(5) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly).

LEGAL REVIEW:

The City Attorney has prepared and reviewed the attached First Amendment.

STRATEGIC PLAN OBJECTIVE(S) ADDRESSED:

3. Provide a quality infrastructure.

4. Ensure fiscal stability and efficiency in governance.

6. Maintain and promote a responsive, high-quality, and transparent government.

PUBLIC NOTIFICATION:

Public notice for this item was made through the regular agenda process. 3 Prepared By: Approved as to Form By:
/s/ Jason Huynh
__________________________ __________________________
Jason Huynh
Management Analyst
HongDao Nguyen
City Attorney
Approved By:
/s/ Zenia Bobadilla
__________________________
Zenia Bobadilla
Interim City Manager
Attachment(s):

A. Professional Services Agreement (with SCG) for IT Management and Support Services
B. First Amendment to the Agreement

CITY OF STANTON

PROFESSIONAL SERVICES AGREEMENT
FOR

IT MANAGEMENT AND SUPPORT SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this� day of Aa.r"e,/t1,. , 20 :l.) . by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 ("City") and Scientia Consulting Group, Inc. with its principal place of business at 4368 East La Palma Avenue, Anaheim. CA 92807 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of professional Information Technology Management and Support Services consultant services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Information Technology Management and Support Services consultant services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for Information Technology Management and Support Services ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Information Technology Management and Support Service consultant services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference.

All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from the effective date to June 30, 2026, unless earlier terminated as provided herein. The City Manager shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. - 1 -
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Attachment: A
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3.2 Responsibilities of Consultant.

3.2.1 Independent Contractors, Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision.

Consultant will determine the means. methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS Form W-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

The key personnel for performance of this Agreement are as follows: Tony White, Account Manager.

3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates Steve Martin, IT Specialist, as "2"
554 l 4.00000\32996936.2
the City's contact for the implementation of the Services hereunder. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee.

3.2.6 Consultant's Representative. Consultant hereby designates Tony White, Account Manager, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all po1tions of the Services under this Agreement. 3 .2. 7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations , Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3 .2.10 Insurance.
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554 l 4.00000\32996936.2

3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.l 0.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
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(a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 000 I, with minimum limits of at least $1,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit.

Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (I) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol I) with minimum limits of $1,000,000 each accident.
( c) ConsultantJContractor shall procure and maintain Cyber Security and Privacy Liability insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 aggregate which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks.
c. Liability arising from the failure of technology
products (software) required under the contract for Consultant to properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name
infringement or improper deep-linking or framing, and
infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services.
(d) Cyber Technology Errors and Omissions insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 aggregate which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information, including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended.
d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service.
e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights.
f. Liability arising from the rendering, or failure to render, professional services
(e) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

3.2.10.3 Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval.
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55414.00000\32996936.2
i St a,.
_q,
" Or/gi\"\'b-
(a) The policy or policies of insurance required by Section 3.2.10.2 (a) Commercial General Liability and (c) Contractor's Pollution Liability shall be endorsed to provide the following:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional
insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not ( 1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or ( 4) contain any other exclusions contrary to the Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(b) The policy or policies of insurance required by Section 3.2.10.2 (b) Automobile Liability and (d) Professional Liability shall be endorsed to provide the following:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (I 0) days shall be allowed for non-payment of premium.
(c) The policy or policies of insurance required by Section 3.2.10.2 ( e) Workers' Compensation shall be endorsed to provide the following:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (I 0) days shall be allowed for non-payment of premium.

3.2.10.4 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
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3.2.10.5 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

3.2.10.6 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified patties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.10.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.10.8 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement.

In the event that the Consultant's operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.

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

3.2.10.10 Insurance for Subconsultants. All Subconsultants shall be included as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant's policies.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work - 7 -
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and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference. The total compensation for Engagement and Transition shall not exceed Six Thousand Four Hundred and Sixty-Two Dollars ($6,462) ("Total Compensation") without written approval of City's City Manager. The monthly ongoing Commitment Rate for 8 hours of on-site support per week is $2,800 Year I, $2,996 Year 2, $3,116 Year 3, $3,241 Year 4, and $3,371 Year 5. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation.

Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section I 720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available - 8 -
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to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees, agents and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery ofNotices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
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Consultant:

City:

Scientia Consulting Group, Inc
4368 East La Palma Ave
Anaheim, CA 92807
Attn: Tony White
City of Stanton
7800 Katella A venue
Stanton, CA 90680
Attn: City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3 .5 .3 Ownership of Materials and Confidentiality.

3.5.3. l Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
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3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. 3 .5 .4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional docwnents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

3.5.6 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.

If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
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3 .5. 7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6 City's Right to Employ Other Consnltants. City reserves right to employ other consultants in connection with this Project.

3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.12 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3,13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
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3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Futiher, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.15 Equal Opportnnity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.16 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.17 Anthority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.19 Declaration of Political Contribntions. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous twelve-month period by the Consultant and all of Consultant's employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement.

3.20 Sn bcontracting.

3.20.1 Prior Approval Reguired. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this � day of _;¼rc,h , 201.J...

CITY OF STANTON
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City Manager
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By
By:

Best Best & Krieger LLP
City Attorney
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554 l 4.00000\32996936.2
[INSERT NAME OF CONSUL TANT]
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Title: /', ,. s.' 1:/., ,-{:.,.
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary,

AND CORPORA TE SEAL OF
CONSULTANT REQUIRED]
By:

EXHIBIT "A"

SCOPE OF SERVICES
CONSULTANT PROPOSAL DATED FEBRUARY 2021
55414.00000\32996936.2
Scientia Est Potentia - Knowledge is Power

CITY OF STANTON
For

INFORMATION TECHNOLOGY SUPPORT SERVICES
Submitted by:

Phil Danie {[email protected])
Scientia Consulting Group, Inc.
4368 East La Palma Avenue
Anaheim, CA 92807
© 2019 by Scientia Consulting Group, Inc.

All Rights Reserved
{877) 444-3108
February 2021

CITY OF STANTON IT PROPOSAL
February 22, 2021
City of Stanton
Attn: Jarad Hildenbrand
Regarding: Information Technology Support Services
7800 Katella Ave
Stanton, CA 90680
Jarad Hildenbrand:

On behalf of Scientia Consulting Group, I would like to take this opportunity to thank you for allowing us to present you with a proposal to provide Information Technology Support Services for the City of Stanton. This proposal intends to describe a concise service offering that will enable Stanton to gain a thorough understanding of the capabilities of Scientia Consulting Group. This response includes our goal to provide requisite IT services capable of meeting existing, future and third-party technologies supporting the mission of the City of Stanton.

At Scientia Consulting Group, we are committed to providing the best comprehensive suite of services to our clients with honest, ethical, and practical recommendations.

We guarantee this proposal will remain valid for a period of 90 days from the date of submittal.

If we can be of further assistance to you, or you have follow-up questions, please don't hesitate to contact me.

Thank you again for your time, and please know the Scientia Consulting Group looks forward to a partnership with the City of Stanton.

Sincerely,
Phil Danie
Chief Executive Officer
Scientia Consulting Group
4368 East la Palma Avenue
Anaheim, CA 92807
(877) 444-3108
© 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Table of Contents
Proposal Section 1: Introduction & Company Profile ................................................................... 4 Proposal Section 2: Qualifications ................................................................................................ 5 Proposal Section 3: Past Performance Narratives & References ................................................. 8 Proposal Section 4: Work Plan .................................................................................................... 11 Proposal Section 5: Proposal Costs and Rates ............................................................................ 14 Contact Sheet .............................................................................................................................. 16 © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Proposal Section 1: Introduction & Company Profile
Scientia Consulting Group (SCG), founded in 2006, is an Orange County-headquartered corporation located in Anaheim, California. We provide professional Information Technology (IT) services to neighboring Los Angeles and Orange County municipal entities. We understand City government purchasing regulations and the resources needed to provide full-service IT support to municipalities. We are on call 24-hours a day, 7-days a week, and our organization is committed to providing the outstanding services expected by our clients.

Services provided range from routine O&M to specialized planning and management of mission-critical functions and data-center operations. The scope of staffing levels range from supplemented IT support, wherein SCG provides part-time/full-time consultants to supplement municipal IT staff as needed, to full service IT support, wherein SCG provides full-time consultants to lead IT operations. For special projects, SCG can supplement city IT staff with highly skilled engineers (networking, database management, project management, software development) as required.

In either scenario, SCG maintains permanent staff as needed to guarantee service level agreements in place with our clients, and we have a list of proven sub-contractors on hand when needed for larger and short-term engagements.

Because we focus on the public sector, we maintain a thorough understanding of rules, regulations, and governances specifically in place for Public Safety. Our municipal clients trust us with highly sensitive data, and as technology professionals it is our responsibility to ensure our client's infrastructure, end-points, users and platforms are maintained and managed according to State and Federal (Department of Justice) standards.

All SCG IT employees have been working in the public sector for many years, all are fully vetted and backgrounded, and those identified to participate in the City project have held leadership positions within municipalities or federal institutions.

We pride ourselves on building long-term relationships with public sector management and take our role as technology experts seriously. We maintain proficiency on commonly used platforms and services and keep current with technology trends without losing sight of operational functionality.

Within our response we have highlighted services we provide to similar sized municipalities along with examples of innovations we have found to improve the functionality, quality of experience, and efficiency of internal and external users, community and visitors.

We would appreciate an opportunity to meet with leadership at the City of Stanton, to further present some of the team from Scientia Consulting Group, and to answer in detail any specific questions you might have regarding this proposal, any of the services we provide. © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Proposal Section 2: Qualifications
Proposed Staffing and Project Organization
SCG will dedicate an account manager to the City of Stanton, who will coordinate the various aspects of the IT services and assessment. The proposed account manager, a seasoned retired law enforcement professional, has managed similar projects for other municipal clients. In support of the account manager will be additional SCG IT professionals, with specific expertise in information security, data stability and disaster recovery, organizational management of technology services, deployment and scalability of licensed software and hardware/software and infrastructure support.

Experience
SCG derives experience from working as IT specialists in the public sector for the past 17 years.

Over that time, our municipal clients have engaged SCG to provide on-site and remote IT support services and to conduct law enforcement technology plans. SCG has developed short and long-range project plans and provided valuable insight into budgeting and procurement. By example, SCG has produced multi-year IT master plans for the City of Alhambra, West Covina Police Department, and Laguna Beach Police Department. Refer to past performance narratives of relevant work performed for similar organizations.

Education and Credentials
The educational backgrounds of key personnel assigned to this project include, at a minimum, undergraduate degrees from accredited institutions. Professional and relevant experience of key personnel ranges from five to over twenty years of municipal technology support. Select personnel possesses and maintain industry certifications from Microsoft, Comp TIA, and the International Information Systems Security Certification Consortium {ISC2 }. Additionally,
personnel maintains professional affiliations with local and national level public safety organizations. Detailed professional biographies are available upon request.

In general, each SCG IT professional has experience related to municipal government operations. Our experience also encompasses large-scale project management, deployments of organizational hardware/software solutions meeting enterprise needs (CAD/RMS/mobile}, managing single site/multi-site networking and switching infrastructure (experience with CJIS/DOJ policies/standards} and troubleshooting and daily maintenance for end-user productivity. SCG is a California Corporation licensed and insured to provide professional services to municipalities within the State of California. We also are proud of our employee onboarding process, which includes a full (civilian law enforcement) background check, which is necessary as SCG manages secure, non-public data, for many public safety entities throughout Southern California.
© 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Key personnel at SCG
SCG Information Security: Jason Hennessey- Responsible for the technical review and documentation of lnfoSec practices, procedures, and policies.

SCG Technology/Licensing: Phil Danie - Responsible for the technical review of licensed products, hardware/software platforms, backbone, performance, and operational stability.

SCG Account Manager: Tony White - Responsible for the organization, management, and deliverable of a City Information Technology plan and services proposal.

Key personnel statement
The key SCG personnel identified above will be available to participate and add respective value, to the City of Stanton throughout the course of the engagement.

Key personnel qualifications
Name: Jason Hennessey
Responsibilities: Technical platform and security lead, supervisor of contract IT personnel, with special emphasis on information security matters.

Qualifications/Bio: Mr. Hennessey's professional background includes 20 years of computer system management for privately-held firms, publicly-held Fortune 500 & 100 firms, and the United States Government. Mr. Hennessey holds a Bachelor of Science degree in Computer Information Systems, the globally recognized CISSP® (Certified Information Systems Security Professional) credential, industry certifications from Microsoft® and CompTIA®. Before joining SCG, Mr. Hennessey served as an Information System Security Officer (ISSO) for the United States Drug Enforcement Administration (DEA) where he managed the information security program for the DEA's El Paso Intelligence Center. Having spent more than ten years supporting the public sector, Mr. Hennessey maintains an active security clearance and has completed numerous training sessions regarding information security governance, common government/workplace policies, and anti-discrimination practices.

Name: Phil Danie
Responsibilities: Chief Executive Officer of SCG, Director of Engineering, Lead Technical Resource.

Qualifications/Bio: Mr. Danie has been involved in Orange County Public Safety technology since 2000 when he worked as a technical resource for the Orange County Sheriff Department. He is the principal of several Orange County technology businesses, specializing in Information Technology Management, Software engineering and development, and Technology Consulting. © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Name: Tony White
Responsibilities: V.P Sales and Marketing, Project Management, Client Services Lead.

Qualifications/Bio: Mr. White's professional background includes software developmentand product management, project management, implementation, and training and he was a law enforcement professional for fifteen years. Mr. White will be the Account Manager on this project and will oversee all aspects of the contract.

Subcontractors
SCG does not intend to commission sub-contractors to provide IT services to the City of Stanton. Any deviation from this will be coordinated with the City in advance. © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Proposal Section 3: Past Performance Narratives & References SCG provides a comprehensive suite of IT management services to municipalities within Los Angeles and Orange counties. The scope of services provided range from routine O&M to specialized planning and management of mission-critical functions and data-center operations.

The scope of staffing levels range from supplemented IT support, wherein SCG provides parttime/full-time consultants to supplement municipal IT staff as needed, to full service IT support, wherein SCG provides full-time consultants to lead IT operations. SCG is a leader in IT project management with a demonstrated history of providing quality solutions within time and budgetary constraints as detailed in the performance narratives below.

City of Laguna Beach I 2007 - Present
SCG provides annual IT support for the Police Department, Fire Department, and Marine Safety.

A sampling of projects includes; CAD/RMS system deployment, dispatch center remodel, 911 phone system replacement, Emergency Operations Center setup, network infrastructure upgrades, computer deployments, and mobile video system replacement. One notable project was an extensive Citywide closed-circuit video surveillance solution utilizing secure WiFi and fixed network assets, with all, feeds channeled to highly responsive back-end storage and retrieval solution. The result provides the local police and fire departments with high definition, pan-tilt-zoom (PTZ) cameras with the ability to monitor, record and provide video evidence for the downtown and rural fire hazard areas around the City perimeter.

West Cities Police Communications (West-Comm) I 2007 - Present SCG is the project manager, technology implementation team and IT support services provider for a multi-year project at West-Comm, a Joint Powers Authority (JPA) in Orange County servicing the Cities of Cypress, Los Alamitos, and Seal Beach. West-Comm, with the assistance of SCG, replaced the CAD/RMS and Mobile software used by the JPA and the three City entities. In addition to managing the relationship between the JPA members and the external vendors involved, SCG is responsible for the design, implementation, and support of a replacement backbone data communications platform. This project includes the use of a Multiprotocol Label Switching (MPLS) network connecting numerous sites, management of client endpoints, and management of infrastructure devices to include switches, routers, and firewalls.

City of Los Alamitos I 2011 - Present
SCG provides annual IT support for all City departments. A sampling of projects include CAD/RMS installation, configuration, and deployment; city-wide WIFI deployment, migration from physical to virtualized server environment; implemented Veeam virtual backup solution; Dell Equallogic and EMC SAN implementation; LaserFiche deployment; VOiP implementation; emergency operations center (EOC) upgrades; lncode finance software upgrades; migration to Exchange Online.
© 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
City of Alhambra I 2012 - Present
SCG provides annual IT support for all City departments. A sampling of Police Department projects includes SCG's conversion of desktop computers to a virtual desktop infrastructure (VDI), configuration and management of the virtualized server environment on VMware platforms, migration from on-premises Microsoft Exchange to Microsoft Office 365, and nextgeneration firewall configuration and management. At the City's Library, SCG developed appropriate-use policies and ongoing management platforms for publicly-accessible computer workstations used by citizens at the public library. The library project was designed in conjunction with library officials to create a sophisticated set of Group Policy Objects (GPO) within a Microsoft Windows Server environment. The GPOs strictly manage the devices and enable library and City officials to ensure the usage of these computer workstations adhere to organizational policies. SCG has also upgraded key library software (EnvisionWare, Horizon, etc.) and completed the Corporation for Education Network Initiatives in California (CENIC) project.

City of West Covina I 2012 - Present
SCG provides annual IT support for the Police department. A sampling of projects includes a network communications upgrade from dedicated Tls to VPNs and point-to-point wireless resulting in reduced telco expenditures. A network equipment consolidation project is resulting in reduced recurring maintenance and licensing costs. A firewall upgrade project that included the implementation of Palo Alto application-layer firewalls and resulted in enhanced network traffic visibility and INFOSEC features. Following these projects, SCG was asked to improve desktop reliability and reduce replacement costs. This was achieved by implementing VDI using VMware Horizon and Dell thin clients.

Public Agency References

1. City of Laguna Beach
505 Forest Avenue, Laguna Beach, CA
Kristen Berry - Support Services Manager (Police Department) Phone: (949) 497-0701 I Email: [email protected]

2. West Cities Police Communications
911 Seal Beach Blvd, Seal Beach, CA 90740
Kasandra Bowden - Police Communications Director & JPA Secretary Phone: (562) 594-7243 I Email: [email protected]

3. City of Los Alamitos
3191 Katella Ave, Los Alamitos, CA 90720
Sean Connolly- Police Captain
Phone: (562) 431-2255, x 420 I Email: [email protected] © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL

4. Alhambra Police Department
2115. First St., Alhambra, CA 91801
May Ung - Support Services Manager
Phone: (626) 570-5183 I Email: [email protected]

5. West Covina Police Department/West Covina Service Group 1444 West Garvey Avenue, West Covina, CA
Travis Tibbetts - Police Lieutenant.

Phone: (626) 939-8684 I Email: [email protected]
© 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Proposal Section 4: Work Plan
Examples of SCG's available services are grouped and summarized as follows:

IT Management Services
► Strategic planning and oversight
► Project management
► Procurement guidance
► Improve the effectiveness and efficiency of current resources IT Support Services
► Desktop support
► Network administration
► Server administration
► Email administration
► Virus/Spam protection
► Data backup management
In addition to management and support services, SCG can assist in the development of a technology roadmap. It would be our goal to provide the City a complete technology review to include; an IT Strategic Plan, IT Gap Analysis, IT personnel structure for management of services and recommendations specifically for law enforcement technologies.

As an established managed service provider specializing in municipal and public safety IT operations, SCG begins each new client engagement with a three-step approach designed to identify the current state of an organization's IT operations, develop an agreed-upon desired state, and a gap analysis to identify a path to transition from the current to the desired state.

1. SCG personnel will perform a comprehensive assessment of the current state of the environment. This assessment includes, but is not limited to, system scans, deployment of host-based monitoring and reporting tools, and hands-on inspection of infrastructure devices. The resulting baseline snapshot includes an inventory of computer hardware including virtualized assets, software including version details, and network infrastructure devices and interconnection details.

2. The SCG Account Manager, along with key SCG personnel, will interview organizational stakeholders to document historical challenges, current operations, and discuss departmental objectives requiring IT solutions and support.

3. SCG will produce and deliver a comprehensive report for the City of Stanton management that includes the baseline snapshot information, summary of stakeholder © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
discussions, and recommendations for short-term corrective measures and long-term solutions targeting optimal IT operations to meet organizational objectives.

In summary, this report will help develop a guide for the requested system management services and supporting documentation for an IT Master Plan. Note that these recommendations may also include reduction/increase in specific hardware/software platforms, modifications to currently employed technologies, and augmentation/training for staff. All recommendations are substantiated with information gathered throughout the assessment.

This report will enable SCG management and the City leadership to develop a project plan and outline (PPO). This PPO will be the baseline for the overall project engagement and will identify resources required from both sides throughout the engagement. Specific milestones are identified through which stakeholders can assess project progress, take action to mitigate identified issues needing immediate attention, and manage change orders as necessary. Note that initial corrective measures will prioritize the decommissioning of unsupported platforms as a security measure.

Information Technology Service Management
Maintenance and support services, along with helpdesk problem resolution services, will be logged and tracked in SCG's information technology service management (ITSM) platform used to support helpdesk operations. Client access to this platform is available to enable full visibility into the workload and response times.

SCG's ITSM platform enables administrators to efficiently and securely manage large enterprises, streamlining functions such as desktop support, system patching, and inventory collection. Moreover, the platform also serves as a continuous monitoring and alerting system that automatically alerts administrators to problems, often before the user is aware.

Innovative Solutions
Examples of other innovative solutions SCG's IT service division has deployed at other cities include:
• Virtual Desktop Infrastructure (VDI) -As many municipal clients have already adopted VMware virtualization for server operating systems, VDI "thin client" technology may be a natural progression towards streamlined desktop management, minimization of help desk support calls, and reduction of long-term asset refresh expenditures.
• Cloud Computing -leverage potential cost-saving aspects of converting portions of the client's IT environment to cloud computing technologies, leveraging advancements made by Microsoft in Office 365 and SharePoint back-end office platforms.
• Wireless technologies - evaluate existing point-to-point wireless technologies versus © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
private telephone lines for site-to-site connectivity.
• Virtual Private Network (VPN) -estimate potential cost-saving aspects of converting any existing Tl or private circuits to VPNs across lower-cost internet service providers.
• Disaster recovery- design and implement enhanced back-up and disaster recovery processes to include a hybrid platform (local storage combined with cloud computing).
• End of life - assess and migrate/decommission/upgrade and end-of-life hardware/software to improve resiliency and security posture. • Network enhancements - evaluate the benefits of migrating server infrastructure to a 10Gb network if not already in place.
• Virtualization migration/upgrades -virtualize EOL physical servers and upgrade existing virtualization environments to current versions to better leverage faulttolerant features for critical services.

Although SCG is highly experienced in deploying innovative solutions, technology is not deployed for technology's sake, but rather to provide enhanced citizen service, save operational costs or to provide measurable productivity enhancements for employees.

Although the examples of innovative technologies provided above have been successful for other SCG municipal clients, a thorough evaluation of the City's working environment will reveal which innovations are appropriate for the City.

It is an important distinction to understand, SCG does not recommend technology platforms for consideration or purchase based on reciprocity. We use the technology we recommend at client locations simply because it may be the best-suited product at the time. SCG does NOT resell or distribute and technology platforms but will assist our clients by sourcing multiple bids/quotes when requested.

With our understanding of the City's current needs, we believe SCG and Stanton are a good match. More specifically, by leveraging our skillsets and experience in virtualization tools, secure cloud computing and advanced Microsoft platforms we can assist the City with ongoing IT support and maintenance, along with a thorough information technology assessment. We are open to provide short and long-term IT planning, project management, implementation and deployment of advanced computing technologies, while simultaneously assisting the City in building an infrastructure suited for growth and sustainability into the future. © 2019 by Scientia Consulting Group, Inc.

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CITY OF STANTON IT PROPOSAL
Proposal Section 5: Proposal Costs and Rates
New client Engagement and Transition (E& T) fee of $6,462 is a one-time assessment and is in addition to the Monthly ongoing Commitment Rate of $2,880. The E& T fee enables SCG to apply additional key resources for the first month of a new client engagement contract as described in Section 4: Work Plan. This one-time fee in our experience increases the success of the "hand-off" process from an existing IT solution provider to SCG.

Engagement and Transition fee (one-time): $6,462
Monthly ongoing Commitment Rate: $2,880(8 hours per week) Extended Commitment Rate year-over-year:

Year 1 (2021) Year 2 (2022) Year 3 (2023) Year 4 (2024) Year 5 (2025) $2,880 $2,996 $3,116 $3,241 $3,371

1. Hourly Rate:

The monthly cost proposal table above was prepared using a combination of the resources identified below.

Technician (Level 1)
Technician (Level 2)
Project Manager
System Engineer
Software Developer

SQL DBA
Network Engineer

2. Hours/Days when Normal Service is Available:
$67.00
$76.50
$114.25
$119.50
$121.75
$121.75
$130.00
Normal service is available Monday through Friday, 7:30 am to 5:30 pm. We will provide services as required by the RFP, additional days for special projects or meetings, to be agreed upon by both parties. We also understand the need for emergency service 24 hours a day, 7 days a week, and there is no additional rate for such services. The same hourly rates apply to any time of day, or day of the week, including holidays and declared emergencies. SCG is prepared to meet the 30-minute remote standby support time for emergency calls outside of normal hours.

3. Travel/Trip Charges (if any):

None
© 2019 by Scientia Consulting Group, Inc.

All Rights Reserved Page 14 of 16

CITY OF STANTON IT PROPOSAL

4. Rate(s) for After Hours Work:

The same hourly rates apply to any time of day, or day of the week, including holidays and declared emergencies.

5. Rate(s) on Weekends and Holidays:

Same as above.

6. Any alternate pricing structures (such as a block of hours):

Hours may be purchased as a block for specified projects

7. A monthly payment schedule anticipated which to include the agreed-upon scope of work hours and if applicable, any additional agreed upon contract hourly work for that period. The rates above fixed for five (S) years.

Submitted By:

Signature:

Printed/Typed Name:

Title:

Phil Danie
CEO
Date: February 22, 2021
© 2019 by Scientia Consulting Group, Inc.

All Rights Reserved Page 15 of 16

CITY OF STANTON IT PROPOSAL
Contact Sheet
SCG Information Security: Jason Hennessey- [email protected] 877-444-3108 SCG Technology/Licensing: Phil Danie - [email protected] 877-444-3108 SCG Account Manager: Tony White [email protected] 877-444-3108 © 2019 by Scientia Consulting Group, Inc.

All Rights Reserved Page 16 of 16

ATTACHMENT B
PAGE 1 of 2
55414.00000\31609842. 1B-1

CITY OF STANTON

FIRST AMENDMENT TO

AGREEMENT FOR IT MANAGEMENT AND SUPPORT SERVICES

1. PARTIES AND DATE.

This First Amendment to the Agreement for IT Management and Support Services (“First Amendment”) is entered into on the ____ day of ______, 2022 by and between the City of Stanton (hereinafter referred to as the “City”) and SDI Presence, LLC, formerly Scientia Consulting Group, Inc. (hereinafter referred to as the “Consultant”). City and Consultant are sometimes collectively referred to herein as the “Parties.”

2. RECITALS.

2.1 Agreement. The Parties entered into that certain Agreement for IT Management and Support Services with Scientia Consulting Group, Inc. (“SCG”) dated March 9, 2021 (“Agreement”).

2.2 Assignment. SCG has been acquired by the IT consultancy and managed services provider of SDI Presence, LLC, and Consultant requests the City’s consent for Consultant to be assigned the performance, benefits, and obligations of the Agreement, pursuant to Section 3 of the Agreement.

2.3 First Amendment. The Parties now desire to amend the Agreement in order to assign the Agreement to Consultant.

3. TERMS.

3.1 Consent to Assignment. Pursuant to Section 3 of this Agreement, the City hereby consents to the assignment of all responsibilities, benefits, and obligations of the Agreement from SCG to Consultant.

3.2 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement for IT Management and Support Services on this ____ day of _______, 2022.

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ATTACHMENT B
PAGE 2 of 2
55414.00000\31609842. 1B-2

CITY OF STANTON SDI PRESENCE, LLC
By:

Zenia Bobadilla
Interim City Manager
By:

David A. Gupta, CEO
ATTEST:

By:

Patricia A. Vazquez
City Clerk
APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: June 14, 2022
SUBJECT: AWARD OF CONTRACT TO RJM DESIGN GROUP TO PROVIDE

PROFESSIONAL DESIGN CONSULTING SERVICES FOR THE
PREMIER PARK RENOVATION PROJECT (TASK CODE 2022-206)
REPORT IN BRIEF:

Premier Park requires renovation due to outdated play equipment and lack of modern amenities. City staff released a “Request for Proposal” (RFP) soliciting proposals to provide professional design consulting services for the preliminary and final design and all necessary construction documents for the renovation of Premier Park. City staff believes that RJM Design Group is the best qualified to provide professional design consulting services for the Premier Park renovation design and is recommending award of a design contract to that firm.

RECOMMENDED ACTIONS:

1. City Council declare this project to be categorically exempt under the California Environmental Quality Act, Class 1, Section 15301(a); and

2. Award a contract to RJM Design Group to provide professional design consulting services for a maximum contract amount of $88,640.00; and

3. Authorize the Interim City Manager to bind the City of Stanton and RJM Design Group in a contract to provide the services; and

4. Authorize the Interim City Manager to approve contract change orders with RJM Design Group, as needed and determined by City staff, for any contingencies up to $20,000.00.

BACKGROUND:

Premier Park, located at 8340 Briarwood Street in the City of Stanton, is a 0.90-acre recreational park with a playground, basketball halfcourt, and picnic tables. The existing park needs renovations due to outdated equipment and modern amenities. The City reached out to the community around Premier Park for suggestions for how to improve the park.

Item: 9M
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2 The following are amenities requested in the newly renovated Premier Park based on community outreach and City Staff:
• Security lighting
• Shaded seating areas near the playground
• Walking trail/pathway around the perimeter of the Park • New treehouse themed playground
• New swings
• Play features designed into the rubber surfacing
• Adult fitness equipment
• Additional trash and recycling
• Drinking fountain with refillable bottle station
City staff released a “Request for Proposal” (RFP) soliciting proposals to provide professional design consulting services for the preliminary and final design and development of all necessary construction drawings and documents for the renovation of the park. The RFP was released in a two-envelope format in accordance with the City’s Purchasing Policy and Procedures which requires that at least three design firms be solicited to provide proposals. City staff solicited proposals from multiple firms. The first envelope consists of a written proposal highlighting the firm’s experience and qualifications, and a second separate, sealed envelope contains the fee proposal. The written proposal envelopes are opened, and the enclosed proposals are evaluated by City staff. Once a consensus is reached on the best written proposal, City staff will negotiate a fee with the best qualified consultant. In the event the City cannot negotiate a fee with the best qualified consultant, the City will negotiate a fee with the second ranked consultant, and so on until an agreement is reached. In this way, contract award is based on best-qualified contractor rather than low-bid, which is appropriate for a design contract.

ANALYSIS/JUSTIFICATION:

A Request for Proposals was issued on March 22, 2022 with a proposal due date of May 3, 2022. Three firms provided proposals: David Volz Design, BGB Design Group, and RJM Design Group. The proposals were evaluated by the Public Works Department and the Community Services Department, and City staff came to a consensus that RJM Design Group provided the best proposal.

City staff believes that RJM Design Group is qualified to provide professional design consulting services for the design of renovating City of Stanton’s Premier Park because RJM Design Group has successfully provided park renovation design services to other cities, such as Mission Viejo, Lake Forest, Chino Hills, and Huntington Beach. The total lump sum design fee is $80,140.00 with reimbursable expenses fee, such as printing, plotting, copying, scanning, photography, graphic expenses, permits, plan check, and inspection fees, and City business License fees, of $8,500.00. 3 FISCAL IMPACT:

The adopted budget for the Premier Park Renovation project (Task Code 2022-206) includes $150,000 for the final design of the park renovation.

ENVIRONMENTAL IMPACT:

The action requested in this report is categorically exempt under the California Environmental Quality Act, Class 1, Section 15301(a).

LEGAL REVIEW:

None.

STRATEGIC PLAN OBJECTIVE ADDRESSED:
3 – Provide a high-quality infrastructure.

Prepared by: Reviewed by:
/s/ Han Sol Yoo /s/ Joe Ames
_______________________________ _______________________________ Han Sol Yoo Joe Ames, P.E., T.E.

Associate Engineer Public Works Director / City Engineer Concurred by: Approved by:
/s/ Michelle Bannigan /s/ Zenia Bobadilla
_______________________________ _______________________________ Michelle Bannigan, CPA Zenia Bobadilla
Finance Director Interim City Manager
Attachments:

A) Draft Professional Services Agreement
B) RJM Design Group’s proposal
C) RJM Design Group’s fee proposal
D) RJM Design Group’s proposed design schedule
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CITY OF STANTON

PROFESSIONAL SERVICES AGREEMENT
FOR

PREMIER PARK RENOVATION DESIGN CONSULTING SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this day of , 20___, by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 (“City”) and RJM DESIGN GROUP, INC., a CORPORATION, with its principal place of business at 31591 CAMINO CAPISTRANO, SAN JUAN CAPISTRANO, CA 92675 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of professional PREMIER PARK RENOVATION DESIGN consultant services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional PREMIER PARK RENOVATION DESIGN consultant services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the PREMIER PARK RENOVATION DESIGN project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional PREMIER PARK RENOVATION DESIGN consultant services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from JUNE 14, 2022 to DECEMBER 31, 2023 unless earlier terminated as provided herein.

3.2 Responsibilities of Consultant.

Attachment: A
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3.2.1 Independent Contractors, Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision.

Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS FormW-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

The key personnel for performance of this Agreement are as follows: Larry P. Ryan.

3.2.5 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates the Public Works Director, or his or her designee, as the City’s contact for the implementation of the Services hereunder.

Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
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3.2.6 Consultant’s Representative. Consultant hereby designates Larry P. Ryan, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom.

Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to 55414.00000\32996936.2
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commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit.

Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.

If the Consultant does not own any company vehicles, Automobile Liability Insurance for HIRED AUTOS and NON-OWNED
AUTOS with a limit of not less than $1,000,000 each accident is required.
(c) Professional Liability: Professional Liability insurance with minimum limits of $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.).

If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
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(d) Workers’ Compensation: Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

3.2.10.3 Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval.
(a) The policy or policies of insurance required by Section 3.2.10.2 (a) Commercial General Liability and (c) Professional Liability shall be endorsed to provide the following:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional
insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(b) The policy or policies of insurance required by Section 3.2.10.2 (b) Automobile Liability and (d) Professional Liability shall be endorsed to provide the following:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(c) The policy or policies of insurance required by Section 3.2.10.2 (e) Workers’ Compensation shall be endorsed to provide the following:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day 55414.00000\32996936.2
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written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.10.4 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.10.5 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

3.2.10.6 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.10.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.10.8 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement.

In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.

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

3.2.10.10 Insurance for Subconsultants. All Subconsultants shall be included as additional insureds under the Consultant’s policies, or the Consultant shall be 55414.00000\32996936.2
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responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant’s policies.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed EIGHTY-EIGHT THOUSAND SIX HUNDRED FORTY DOLLARS ($88,640.00) (“Total Compensation”) without written approval of City’s Public Works Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant.

The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” 55414.00000\32996936.2
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projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees, agents and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 55414.00000\32996936.2
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3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant:

RJM Design Group
31591 Camino Capistrano
San Juan Capistrano, CA 92675
Attn: Larry P. Ryan, President
City:

City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: Joes Ames, Department of Public Works & Engineering Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related 55414.00000\32996936.2
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industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information (“Proprietary Information”) unless the City’s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant’s objection to the City’s release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City’s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification.

To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that 55414.00000\32996936.2
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arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

The obligation to indemnify, as provided herein, shall survive the termination or expiration of this Agreement.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or 55414.00000\32996936.2
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service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.12 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.15 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.16 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.19 Declaration of Political Contributions. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous 55414.00000\32996936.2
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twelve-month period by the Consultant and all of Consultant’s employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement.

3.20 Subcontracting.

3.20.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this ____ day of __________, 202_.

CITY OF STANTON RJM DESIGN GROUP, INC.

By:

Zenia Bobadilla
Interim City Manager
By:__________________________________
Name: Larry P. Ryan
Title: President
By: _________________________________
Name: Zachary Mueting
Title: Secretary
ATTEST:

By:

Patricia Vazquez
City Clerk
APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
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A-1
EXHIBIT “A”

SCOPE OF SERVICES
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A-2
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B-1
EXHIBIT “B”

SCHEDULE OF SERVICES
RJM Design Group, Inc. provided a Project Schedule to complete the project, as shown below. 55414.00000\32996936.2
C-1
EXHIBIT “C”

COMPENSATION
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C-2
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C-3
Letter of Transmittal
31591 Camino Capistrano
San Juan Capistrano, CA 92675
www.RJMdesigngroup.com
[949] 493-2690 fax
[949] 493-2600 phone
May 3, 2022
Joe Ames
Public Works Director, City Engineer
City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Re: RFP for Premier Park Design Consulting Services
Community Inspired Spaces .··-.,
R
�IMDESIGN
� GROUP
Identification of Proposer: Larry P. Ryan, Principal I RJM Design Group, Inc. 31591 Camino Capistrano, San Juan Capistrano, CA 92675
(949) 493-2600 I [email protected]
Dear Mr. Ames:

On behalf of RJM Design Group, Inc., we are pleased to submit this proposal for the City of Stanton Premier Park Design Consulting Services. We are very excited about the impact this park will have across the Stanton community for decades to come.

This project requires a team with experience in park renovation who will ultimately ensure that the City of Stanton gets a park that is well-designed, within budget, and ready for construction. With RJM's extensive experience in park design and renovation, we believe we have the skills and knowledge necessary to execute this project successfully. Our Scope of Work is based upon the background information provided and defines a timely and efficient approach to addressing the unique elements of the site's characteristics. Our goal is to prepare a functional design that will inspire the community and provide unparalleled recreation opportunities for families to celebrate those special moments in their lives.

Our team has comprehensive experience in creating unique community spaces that meet the needs of the stakeholders and are a source of pride for the community. Our plan is to preserve and enhance the muchloved features of this park and to ultimately create a space that speaks to the Stanton community and creates a "destination" type of experience for your residents.

In accordance with the requirements set forth in the City's RFP, the following statements are provided:
• RJM Design Group has thoroughly examined the work required within this RFP and is capable of performing quality work to achieve the objectives of the City.

RJM Design Group has received and acknowledges Addendum No. 1 dated April 25, 2022.

This proposal is valid for a period of not less than 90 calendar days from the date of this submittal.

All information submitted within this proposal is true and correct.

Thank you providing us the exciting opportunity to present our team and methodology for your consideration. We would be honored to help the City of Stanton bring this project to life. If you have any questions or comments after reviewing this proposal, please do not hesitate to contact us.

Sincerely,
RJM Design Group, Inc.

Larry P. Ryan, ASLA
Principal
City of Stanton • Premier Park Design Consulting Services 11 Attachment: B
Click here to return to the agenda.

RJM Office I San Juan Capist
---:::,..

WHY RJM?
RJM Design Group, Inc. has over 35 years of experience in park renovation and master planning.

Collectively, we have designed dozens of award-winning park renovations throughout California.

Our team brings the following specific expertise to the Premier Park Design Consulting Services project.

Firm Stability
As a well-established design firm, RJM Design Group has maintained a financial status of strength and stability, with positive cash flow, ample financing capabilities, and long-term banking relationships. RJM Design Group, Inc. has never been involved in any bankruptcy or reorganization proceedings, and the firm is not subject to any pending litigation. No conditions exist that could impede the firm's ability to complete this project. RJM Design Group, Inc. is not presently debarred, suspended, or otherwise prohibited from professional practice or working with any federal, state, local or public agency, and the firm is not subject to any pending actions.

The firm has never encountered financial diffi�ulty in the completion of projects of any size.

Park Renovation Experience
RJM Design Group has extensive experience with park design and park renovation. Our process, from site analysis and evaluation through to construction administration, is always executed thoroughly and thoughtfully. Much of the work we have done with our clients involves renovation and redesign. To that end, RJM Design Group is well-prepared to evaluate existing site conditions, anticipate conflicts, and develop a new design that successfully fuses with existing infrastructure.

Additionally, our subconsultant team members are experts in their craft and will provide in-depth on-site analysis and redesign.

Seasoned Staff /Consistency
Noteworthy to our proposal, and unique when compared to other firms, is that RJM holds long term relationships with our internal staff and our subconsultants. Many of our senior staff members who pioneered the start of RJM are still with our company today. Our senior staff members come with decades of industry experience and are considered to be experts in their field of work. Similarly, we've established longevity with our subconsultants and have worked with many of them for over 20 years.

Project Budget & Schedule
At RJM Design Group, we pride ourselves on projects that are delivered on-time and within budget. We produce coordinated and detail-oriented plans and specifications in order to succeed in this public bid arena. The vast majority of our project experience is designing and building projects for the public sector. In turn, the majority of our clients are long term relationships that are the bi-product of our commitment to service and our proven record of performance. As such, we are extremely aware of the public bid process and proven methods for how to best deal with "low bid" public works contractors. We also are well-versed in developing accurate cost estimates that are based on our extensive library of current bid line items.

Community Prioritization & Engagement
RJM Design Group is dedicated to creating spaces that are community inspired, which is why we have developed a top-notch public engagement strategy for our clients. We will assist the City with the development of a communications plan with easy-to-deploy tools that enable a twoway dialogue with the community. Our goal is to bring the community together by providing a comprehensive community outreach process, while meeting client and budget needs, that maintains the vision and expectations for everyone.

Innovative Design
At RJM, we understand the importance of creating designs that are both innovative and flexible.

With trends in outdoor activities changing year over year, it is essential to incorporate flexible and multi-functional amenities into our designs. Not only does this keep a community engaged in an environment, but it also allows for easier conversion/transformation with minimal effort by the City and/or stakeholders. Our goal is to fuse innovative design with what the public wants, ultimately creating a space that can be enjoyed for years to come.

City of Stan
ton • Premier Park Design Co
nsulting Se
rvices I 3
Qualifications, Relevant Experience, & References (continued)

SUBCONSULTANT TEAM

NAME& ROLES &

PROPOSED ADDRESS PHONE EMAIL RESPONSBILITIES
ROLE
civTEC 999 Corporate Dr., (949) 463-8822 [email protected] Civil engineering, Tom Carcelli Suite 100, Ladera grading & drainage,
Civil Engineer Ranch, CA 92694 water & sewer,
horiz. control
FBA Engineering 150 Paularino (949) 852-9995 [email protected] Electrical Bill Zavrsnick Avenue, Suite engineering,
Electrical A 120, Costa Mesa, lighting, electrical
Engineer
CA 92626 connections, power
supply
Glasir Design 424 New Jersey (714) 514-9930 [email protected] Irrigation design Chris Curry Lane, Placentia, CA
Irrigation 92870
Designer
4 I City of Stanton • Premier Park Design Consulting Services References
RJM Design Group, Inc. offers its clients personalized service that is delivered on time and within budget. The principals of RJM maintain personal involvement in all aspects of the project. Our success is based on our ability to perform, meeting the needs of the client and the project.

Please feel free to contact all our references as we are sure they will share their success stories of projects we have helped them accomplish.

Eric Lopez
Public Works Director

CITY OF LONG BEACH
333 W. Ocean Blvd
Long Beach, CA 90802
(562) 570-6256 I [email protected]
Years RJM has worked with contact: 25
Keith Rattay
Assistant City Manager, Director of Public
Services

CITY OF MISSION VIEJO
200 Civic Center
Mission Viejo, CA 92691
(949) 470-3018 I [email protected]
Years RJM has worked with contact: 30
Chris Slama
Director of Community & Library Services

CITY OF HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
(949) 536-5495 I [email protected]
Years RJM has worked with contact: 12
Grissel Chavez
Director of Public Works

CITY OF BELL GARDENS
7100 Garfield Avenue
Bell Gardens, CA 90201
(562) 806-7770 I [email protected]
Years RJM has worked with contact: 10
Jennifer Taylor
Senior Project Manager

RANCHO MISSION VIEJO
28811 Ortega Highway
San Juan Capistrano, CA 92693
(949) 240-3363 I [email protected]
Years RJM has worked with contact: 8
Services Provided:

Plan Check, On-Call Landscape
Architecture Services,
Conceptual Design, Design
Development, Construction
Documents, Construction
Administration
Services Provided:

Plan Check, On-Call
Landscape Architecture
Services, Conceptual Design,
Design Development,
Construction Documents,
Construction Administration
Services Provided:

Plan Check, On-Call Landscape
Architecture Services,
Conceptual Design, Design
Development, Construction
Documents, Construction
Administration
Services Provided:

Landscape Architecture
Services, Conceptual Design,
Design Development,
Construction Documents,
Construction Administration
Services Provided:

Landscape Architecture
Services, Conceptual Design,
Design Development,
Construction Documents,
Construction Administration
City of Stanton • Premier Park Design Consulting Services I 5 ..
r Proposed Team
Key personnel will be available to the extent
proposed for the duration of the project. We
acknowledge that no person designated as "key"
to the project shall be removed or replaced without
prior written concurrence of the City.

Larry P. Ryan PLA, ASLA
Principal-in-Charge
RJM Design Group, Inc.

Larry Ryan's passion for creating
meaningful public spaces for
people to enjoy led him to cofound RJM Design Group over 34 years ago. The long-term
relationships that he develops
and maintains with clients, spans decades. He has
worked with numerous communities throughout
California and Nevada, where his project involvement
encompasses all phases of development for our
municipal clients.

Licenses
Landscape Architect / CA 2502 / AZ 25241 / NV 366 /
OR 1072 / ID 16919
Education
Bachelor of Science, Landscape Architecture, California Polytechnic State University, Pomona
Parks
Alicia Park, Mission Viejo, CA
Aurora Park, Mission Viejo, CA
Bonita Creek Park Renovation, Newport Beach, CA
Cedar Grove Park, Tustin, CA
Cesar E. Chavez Park, Long Beach, CA
Citrus Ranch Park, Tustin, CA
College Park, Oxnard, CA
Florence Joyner Olympiad Park, Mission Viejo, CA
Grant Howald Park, Newport Beach, CA
Heritage Park, Tustin, CA
Long Beach Integration Plan, Long Beach, CA
Mariners Park Renovation, Newport Beach, CA
Ontario Town Square, Ontario, CA
Portola Park, Lake Forest, CA
Veterans Memorial Park, Carlsbad, CA
Community Centers
::- • Adult Recreation & Senior Center, Glendale, CA
Cesar Chavez Community Center, Long Beach, CA
Chino Hills Community Center, Chino Hills, CA
Fullerton Community Center, Fullerton, CA
Lake Forest Sports Park, Lake Forest, CA
Norman P. Murray Community Center, Mission Viejo,
CA
Rancho Cucamonga Community & Senior Center,
Rancho Cucamonga, CA
Victoria Gardens Cultural Center,
Rancho Cucamonga, CA
Andrew Steen, LLA,
Certified Arborist
Project Manager
RJM Design Group, Inc.

Andy Steen has been a part of
RJM Design Group since 2014. He
is a licensed landscape architect
and certified arborist, with a
lUJ1W1Wi1iHUHHY.Il.� strong background in landscape
materials, construction, and detailing. With over 18
years of experience designing parks and community
facilities, Andy has a unique way of blending old
techniques with modern design ideas. He has served
as Project Manager on many park design projects.

Andy offers organizational, communication, and
team coordination skills that contribute to the
success of any project large or small.

Licenses
Landscape Architect/ CA 5858
Certified Arborist WE-9969A
Tree Risk Assessment Qualification
FAA Certified UAV Pilot
Notary Public
Education
Bachelor of Science, Environmental Planning and
Design, Landscape Architecture, Rutgers University,
State University of New Jersey (2003)
Parks
Cherry Park, Lake Forest, CA
Cordova Park, Mission Viejo, CA
Drake Chavez Park, Long Beach, CA
Larry Gury Community Park, Sacramento, CA
Los Serranos Park, Chino Valley Unified School District, Chino Hills, CA
Murdy Park, Huntington Beach, CA
Nottoli Community Park, Sacramento, CA
Pinehurst Park, Chino Hills, CA
Portola Park, Lake Forest, CA
Worthy Park, Huntington Beach, CA
Yorba Linda Adventure Playground, Yorba Linda, CA
Tom Carcelli
Civil Engineer
civTEC
Tom Carcelli has over 25 years of experience in the civil engineering field with particular emphasis on parks and recreation, commercial/industrial, education and public works projects. His extensive design and management
experience in all phases of civil engineering for land
development projects throughout Southern California
includes grading, water quality, hydrology, hydraulics, storm drain, water/sewer, survey/mapping and street
design. Tom has been in charge as a project manager on
over 100 projects from master planning to construction
with RJM Design Group over the past 20 years.

Education
• BS,,, Civil Engineering, University of California, Irvine, 1908
Masters in Architecture, California State Polytechnic
University, Pomona, 1994
Licenses
Registered Civil Engineer/CA #81640
Qualified SWPPP Developer (QSD) - C-81640
Dog Parks
Dali Dog Park, Rowland Heights, CA
La Paws Dog Park, Mission Viejo CA
Portola Dog Park, Lake Forest, CA
Parks
Bommer Canyon Community Park, Irvine, CA
Cordova Park, Mission Viejo, CA
Esencia Sports Park, Rancho Mission Viejo, CA
Grand Avenue Park, Chino Hills, CA
Grant Howald Park, Newport Beach, CA
Joe Balderrama Park, Oceanside, CA
Los Serranos Park, Chino Hills, CA
Multiple Park Improvements, Lake Forest, CA
Murdy Park, Huntington Beach, CA
Santa Clarita Central Park, Santa Clarita, CA
Santa Monica Sports Field, Santa Monica, CA
Veterans Memorial Park, Carlsbad, CA
Yorba Linda Adventure Playground, Yorba Linda, CA
City of Stanton • Premier Park Design Consulting Services I 7 Proposed Team (continued)
William Zavrsnick LEED FBA ENGINEERING

APLLA, ASLA
Electrical Engineer
FBA Engineering
William Zavrsnick has 30 years of experience and has_
been active in the electrical engineering field since joining FBA in 1985. His experience includes the electrical design of Public Works, Parks and Recreation Facilities. He is particularly experienced in the design and development of electrical power distribution, general, specialized and event power systems, outdoor, security and sports field lighting systems, lighting photometric studies, phased construction projects and familiar with public bid type projects and construction.

Education
BS Civil Engineering/Mount Hood College, Oregon
Certifications
LEED Accredited Professional - LEED AP
Illuminating Engineering Society - IES
Institute of Electrical and Electronic Engineers -
IEEE American Institute of Architects - AIA
Electrical Engineering - Los Angeles County
Relevant Project Experience
• Adventure Play Area, Yorba Linda, CA
• Anthony Munoz Community Park, Ontario, CA
Bommer Park Rehabilitation, Irvine, CA
• Esencia Sports Park and Aquatic Recreational Facility, Rancho Mission Viejo, CA
• Ford Park Aquatic Center, Bell Gardens, CA
• Fullerton Community Center, Fullerton, CA
• Laguna Hills City Parks, Laguna Hills, CA
• Los Serranos Park, Chino Hills, CA
• Portola Dog Park, Lake Forest, CA
• Rynerson Dog Park, Lakewood, CA
• Whittier Dog Park, Whittier, CA
• Worthy Park Renovation, Huntington Beach, CA
Chris Curry GLASIR DESIGN
Irrigation
Glasir Design
Chris Curry has over 15 years experience in irrigation design, landscape architecture, and landscape construction. His focus is on the efficient use of water in the landscape. He has been rewarded for his efforts by being chosen by the United States Environmental Protection Agency as the WaterSense Irrigation Partner of the year for 2011. The fact that he is only the second irrigation design consultant chosen for this award is a testament to his commitment to the environment through sound water conservation practices.

Mr. Curry is a leader in the irrigation industry; his expertise is called upon by manufactures, cities, and water districts. He has designed irrigation systems ranging from custom residential to multi-phase master planned communities containing over 2,200 homes. His designs have included low flow drip irrigation; high flow sports fields with pumps; slopes for Caltrans; and temporary irrigation systems for wetlands reclamation. Mr. Curry's experience also includes in-house irrigation design and construction oversight for a large design build contractor in Southern California.

Education
B.S. Landscape Irrigation Science / California
Polytechnic University, Pomona, California
Licenses
US Environmental Protection Agency (EPA)
WaterSense Irrigation Partner - Selected the 2011 EPA
WaterSense Irrigation Partner of the year
Professional Member of the American Society of
Irrigation Consultants - 2011 Southern California
Chapter President
Irrigation Association (IA) Certified Irrigation Designer (CID) Landscape and Golf Sections
IA Certified Landscape Irrigation Auditor (CLIA)
Related Project Experience
Fillmore Aquatics & Tennis Complex, Fillmore, CA
Santa Clarita Sports Complex & Aquatic Center, Santa
Clarita, CA
Redhawk (Dog) Park Improvements, Temecula, CA
Central Park Master Plan Revision, Rancho
Cucamonga, CA
Lake Forest Sports Park, Lake Forest, CA
Willow Heights Residential in Diamond Bar, Lennar
Homes
Drake Soccer Field, Long Beach, CA
Bonita Creek Field Renovation, Newport Beach, CA
North Beach Improvements, Lake Mission Viejo
Association, CA
Central Park Tennis Complex, Santa Clarita, CA
Worthy Park Renovation, Huntington Beach, CA
Admiral Ki_dd and Seaside Park Field Renovations, Long
Beach, CA
Los Amigos Park, Rancho Cucamonga, CA
Portola Park & Dog Park, Lake Forest, CA
Santa Monica Civic Center Sports Fields, Santa Monica,
CA
8 I City of Stanton • Premier Park Design Consulting Services Project Understanding
Our approach in providing park design services to meet the client's needs focuses on an interactive process between City staff, the Stanton community, and RJM Design Group. Our proposed methodology is both efficient and effective, and our key team members are well-equipped to undertake the work proposed in this RFP. RJM and the subconsultant team chosen for this project have extensive experience in park renovation and playground design. RJM Design Group is in good financial standing, with no record of bankruptcy, pending litigation, or other adverse conditions .

The renovation of Premier Park will include
a walking path around the perimeter of the park with security lighting, shaded seating areas near the playground,
the addition of adult fitness equipment with an adjacent drinking fountain/bottle filler, a complete overhaul of the play area to include a treehouse theme with swings, resilient rubber surfacing with integrated shaded seating areas,
additional trash and recycling receptacles
Our accessible playground design process involves the assimilation of elements to add play value by challenging developmental abilities, both physical and mental, provides opportunities for discovery and stimulates the senses and encourages social interaction and learning. Our goal is to create a playground that has layers of design elements, enabling children of all ages and abilities to participate and play.

Central Park Playground I Huntington Beach, CA (RJM Project) City of Stanton • Premier Park Design Consulting Services I 9 Scope of Services

PHASE I - PRELIMINARY DESIGN
Phase I focuses on the preliminary design layout of the Premier Park renovation paired with the new amenities requested by the community. RJM Design Group will review the layout within the context of the neighboring residential homes and the adjacent Briarwood Street. a. Conduct kick-off meeting with the City of Stanton to review project scope and objectives, and to refine time schedules. Discuss the project's location, adjacent development, and community sensitivities.
b. Prepare site base for the project area in the AutoCAD program, with an aerial survey, providing onefoot contour intervals, and identifying the existing conditions of the site. c. Conduct a visual field investigation to photo document existing conditions including public entry points, existing site features, and overall usage by the local community. d. Coordination with three (3) different play manufacturers to develop schematic layouts of play equipment with material cut sheets and 3D graphics.
e. Prepare a preliminary design plan that illustrates a perimeter walking path, shaded seating areas, adult fitness equipment, comprehensive playground area renovation, as well as drinking fountain and trash recycling areas.
f. Review meeting with Ad Hoc Committee and staff.
g. Refine plan based on City direction.
h. Develop a rough order of magnitude construction costs for conceptual design of park for City Staff review.

I. Prepare for and attend meeting with City Staff to identify the preferred play equipment layout and discuss further refinements to be administered after moving into next phase of design.

Meetings: One (1) Kick-off Meeting with City Staff
One (1) Site Visit/Field Investigation
Two (2) Review Meetings with City Staff & City Council Ad-Hoc Committee
One (1) Selection Meeting with City Staff
Deliverables: Three (3) Play Equipment Layouts with 3D Graphics and Material Cut Sheets Preliminary Design Plan
Refined Preliminary Plan
Rough Order of Magnitude Construction Cost Estimate

PHASE II - FINAL DESIGN
Following the complete review of the preliminary design refinement and the selection of the preferred play equipment line, and approval by the Parks and Recreation Community and/or City Council, the design team will incorporate all comments received to commence the preparation of the Construction Documents. A biddable set of documents will be presented to the City, including plans, technical specifications and an itemized cost estimate with a corresponding bid schedule sheet. All construction document sheets will be 24"x36" in size, and produced at a scale no greater than 1 "=20'-0". RJM will provide the complete set of electronic native files and PDF versions, along with signed mylars with full approval from the City. The biddable construction set will consist of the following documents, 10 I City of Stanton • Premier Park Design Consulting Services a. Demolition plan to identify all existing elements to be removed, and also those to remain and protected in place.
b. Grading and Drainage plan prepared by the Civil Engineer to show contours at one-foot intervals, as well as spot grades on relevant features, and indicate slopes to show positive drainage and accessible pathways. The Civil Engineer will also include a domestic water line connection on the plans to the requested drinking fountain/bottle filler. c. Construction plan to identify all proposed elements to be installed, with a supplementary set of construction details to show materials, dimensions, reinforcement, and colors as applicable. d. Irrigation plans and details outlining the water efficient landscape irrigation system. e. Planting plans and details delineating the California friendly plant material to be installed. f. Electrical plans to indicate all electrical conduit runs and any lighting features implemented into the design.
g. Complete set of technical specifications to cover all construction installation requirements and materials.
h. Fully itemized cost estimate providing quantities and unit pricing from which a bid sheet can be created as part of the bid documentation.
i. Attend review meeting with City staff to review final plans and specifications to identify additional revisions, and ultimately final approval.

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. Final production of signed mylars, after official City approval, and preparation of electronic native files for City record.

Deliverables: One (1) 100% Complete Construction Document Set One (1) 100% Complete Technical Specifications
One (1) Itemized Cost Estimate
One (1) Set of Signed Mylar Sheets
Complete Set of Electronic Files in PDF & Native Formats PHASE Ill - BIDDING SUPPORT & CONSTRUCTION ADMINISTRATION Once the City is ready to take the project out to bid, RJM will assist the City in providing the required technical information within the scope of work prepared by the design team. In the bid package, a date will be set for all questions concerning the project from perspective bidders to be received, and the Design Team will prepare answers for questions related to the design to be distributed to bidders a minimum of 5 days before construction bids are due. If necessary, the design team will prepare project addendums during the bid period to clarify design issues for distribution to perspective bidders.

After the construction contract has been awarded to a general contractor, RJM will provide construction administration services to ensure the project is installed as designed. The design team will respond to requests for information (RFl's) and review the required project material submittals from the contractor for conformance to the project and City's requirements. Depending upon the schedule and frequency of construction meetings, RJM will attend on a regular basis to confirm the project is installed with the same design intent in order to protect the City's interests in the finished quality of their newest public amenity.

These services will be provided on an hourly, as needed basis.

City of Stanton • Premier Park Design Consulting Services I 11 Exceptions & Deviations
RJM DESIGN GROUP, INC. has established a reputation of integrity and professionalism within our industry. Our due diligence in performing client services begins with our proposal preparation, contract review and negotiati_on, and carries through to project completion.

We have reviewed the Professional Services Agreement for the Premier Park Design Consulting Services project with the City of Stanton. As part of this review, we identify items which may not conform to the terms of our insurance coverage and/or to California Civil Code section 2782.8 which regulates contracts between public agencies and design professionals.

Upon selection for this project, we would like to discuss the following requested changes pertaining to the Professional Services Agreement. All suggE?sted additions and/or deletions to the contract language are in blue.