HomeMy WebLinkAboutC-4268 ASSIGNMENT AND ASSUMPTION OF AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT (Assignment") is
entered into as of Be�i' _r'l ` , 202Z(dated for reference purposes only), by and
among SCIENTIA CONSULTING GROUP, INC., a California corporation ("Assignor"),
SDI PRESENCE, LLC., a Chicago corporation ("Assignee"), and the $ ITY QF
ARCADIA, CALIFORNIA, a municipal corporation and charter city in the State of
California ("City")."
RECITALS
A On or about September 25, 2019, Assignor and City entered into a certain
Professional Services Agreement ("Agreement") regarding Informatidn Technology
Support Services.
B. On December 1, 2021, Assignor merged with and into Assignee, which is
now Assignor's parent corporation.
C. Pursuant to Section 3.5.12 of the Agreement, Assignor May not assign,
hypothecate or transfer, either directly or by operation of law, the Agreement or any
interest therein without prior consent of City
D. Pursuant to Section 3.5.11 of the Agreement, the Agreement shall be
binding on the successors of the Assignor and the City
E. Assignor now desires and intends to assign to Assigned, and Assignee
desires and intends to accept assignment of, all rights and obligation of Assignor under
the Agreement.
F. City desires and intends to consent to such assignmentand assumption
by Assignor and Assignee.
NOW, THEREFORE, for good and valuable consideration, thereceipt and
sufficiency of which are hereby acknowledged, Assignor, Assignee and City hereby
agree as follows:
1. Effective Date. The effective date of this Assignment shall be
December 1, 2021 ("Effective Date").
2. Assignment. Subject to the written consent of City, Assignor hereby
assigns, conveys and transfers to Assignee all of Assignor's right, title and interest, and
Assignor's duties and obligations, in, to and under the Agreement ("Assignor's
Interest"), effective as of the Effective Date.
3. Assumption, Assignee hereby accepts the assignment of
Assignor's Interest, and hereby assumes all of the rights, duties and obligations of
Assignor under the Agreement, as of the Effective Date.
1
4. Consent to Assignment. City hereby consents to he foregoing
assignment and assumption of the Assignor's Interest, and of the Agrement.
5. Amendment of the Agreement. For purposes of tle Agreement, SDI
Presence, LLC, shall be deemed to replace Scientia as a party to the Agreement, and
shall be deemed to be the Consultant, as that term is defined and wt4rever it is set forth
in the Agreement.
6 General Provisions.
a. Each party represents and warrants that itihas full power and
authority to execute and fully perform its obligations under this Assignment pursuant to
its governing instruments, without the need for any further action, and that the person(s)
executing this Assignment on behalf of such party are duly designated agents and are
authorized to do so.
b. This Assignment may be executed in one Or more
counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same agreement after each party has executed such a ' unterpart.
C. This Assignment shall be governed, cons ued and enforced
in accordance with the laws of the State of California; venue shall be n the County of
Los Angeles.
d. Any assignment of any obligation of Assigee under the
Agreement to any other party remains subject to the controlling assigOment provisions
of the Agreement.
e. This Assignment shall be binding on and iilure to the benefit
of the parties and their respective heirs, legal representatives, succeslsors and assigns.
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IN WITNESS WHEREOF, Assignor, Assignee and City hav<' each entered into
this Assignment.
"ASSIGNOR"
Scientia Consulting Group, Inc.
By:
Name: h •' 1 if� -e
Title: p ri
By:
Name: 71 :7 ;. 4. /
Title: Sec��tt2
"ASSIGNEE"
SDI P rrre/,s/e/nce,/, LL{�LtC��.
By: DavidA/upt (Dec 24,20211L24 MST)
Name: David A.Gupta
Chief Executive Officer
Title:
Shai-ee L Wolff
By:
Name. Sharee Wolff
Title: Chief Financial&Administrative Offit-r,Co-Founder
[SIGNATURES ON NEXT PAGE]
3
"CITY"
.,i
By:,_� _`
Name: Dominic Lazzaretto
Title: City Manager
ATTEST:
tVtk
ity Clerk ��— O, t
APPROVED AS TO FORM:
c�
By• .f(,; u*vr, 1c
Name: Stephen P. Deitsch 4
Title: City Attorney 4
4
IN WITNESS WHEREOF, Assignor, Assignee and City haul each entered into
this Assignment.
"ASSIGNOR"
Scientia Consulting Group, Inc.
By:
Name: 1,1
Title:
By:
Name: 14C 74/4,--49e. ;6 )
Title; „Sec-,i-e/ap ,
"ASSIGNEE"
SDI Presence, LLC.
Oav/W Gieta
By: David A.Gupta(Dec 24, 021 11'24 MST)
Name: David A.Gupta
Chief Executive Officer
Title:
Shane L Wolff
By:
Sharee Wolff
Name:
Title: Chief Financial&Administrative Officw,Co-Founder
[SIGNATURES ON NEXT PAGE] •
3
IN WITNESS WHEREOF, Assignor, Assignee and City hay; each entered into
this Assignment.
"ASSIGNOR"
Scientia Consulting Group, Inc.
By:
Name: � I h:
Title: /2c' 5 / 1 't-
By:
Name:i> ,7 /i., &S
Title: c."8,-A'ryr
"ASSIGNEE"
SDI Presence,,'/�Lf'�L/ILCC.
By• DavidA.um (Dec 2lv021 11:24 MST)
Name: David A.Gupta
Chief Executive Officer
Title:
Shane L Wolff
By: --
i
Name: Sharee Wolff
Chief Financial&Administrative Officer,Co-Founder
Title:
[SIGNATURES ON NEXT PAGE]
3
ICMCIientContractAmendmentICMCIientContra
ctAmendment 223 1
Final Audit Report 2021-12-24
Created: 2021-12-23
By: Sharee Wolff(swolff@sdipresence.com)
Status: Signed
Transaction ID: CBJCHBCAABAAcOn_ItXsY0sAokKOKQvkhggvXApGEs41
"ICMCIientContractAmendmentICMCIientContractAmendment_
223_1 " History
Document created by Sharee Wolff(swolff@sdipresence.com)
2021-12-23-9:17:13 PM GMT-IP address: 108.247.254.218
(a Document e-signed by Sharee Wolff(swolff@sdipresence.com)
Signature Date:2021-12-23-9:20:37 PM GMT-Time Source:server-IP address:108.247.254.218
Document emailed to David A. Gupta (dgupta@sdipresence.com)for signature
2021-12-23-9:20:39 PM GMT
Email viewed by David A. Gupta (dgupta@sdipresence.com)
2021-12-24-2:13:01 PM GMT-IP address:201.144.20.88
Crz, Document e-signed by David A. Gupta (dgupta@sdipresence.com)
Signature Date:2021-12-24-6:24:51 PM GMT-Time Source:server-IP address:201.144.20.88
a Agreement completed.
2021-12-24-6:24:51 PM GMT
Adobe Sign
C-42-6%,
PROFESSIONAL SERVICES AGREEMENT
WITH SCIENTIA CONSULTING GROUP, INC. FOR
INFORMATION TECHNOLOGY SUPPORT SERVICES
1. PARTIES AND DATE.
431
This Agreement is made and entered into this VS day of September, 2019 by
and between the City of Arcadia, a charter city organized under the Constitution and
laws of the State of California with its principal place of business at 240 West
Huntington Drive, Arcadia, California 91066-6021 ("City") and Scientia Consulting Group,
Inc., a California Corporation, with its principal place of business at 4368 East La Palma
Avenue, Anaheim, California, 92807 ("Consultant"). City and Consultant are sometimes
individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Information
Technology Support 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 Information
Technology Support Services 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, services, and incidental and customary work necessary to
fully and adequately supply the professional Information Technology Support consulting
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 October 1, 2019 to
September 30, 2024, with an option to renew for two (2) additional years, unless earlier
terminated as provided herein. Consultant shall complete the Services within the term of
this Agreement, and shall meet any other established schedules and deadlines.
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1
3.2 Responsibilities of Consultant.
3.2.1 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 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. 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 prior written 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 prior 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. For Services rendered, Consultant shall provide on-site staffing equivalent to
one (1) IT Manager and two (2) Technicians during the City operating hours, equivalent
to total annual 5,760 service hour on three (3)full-time contracted staff .
3.2.5 City's Representative. The City hereby designates Hue Quach,
Administrative Services Director and Wilson Luo, Information Technology Manager, or
their designee, to act as its representative for the performance of this Agreement ("City's
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Representative"). City's Representative shall have the power to act on behalf of the City
for all purposes under this Contract. 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 Phil
Danie, Chief Executive Officer, 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. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, 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 and
without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, and employees free and harmless, pursuant to the indemnification provisions of
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this Agreement, from any claim or liability arising out of any failure or alleged failure to
comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform and
Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA and
shall ensure that any subcontractors hired by Consultant to perform services under this
Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify,
defend and hold harmless the City, its directors, officials, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant, are
not authorized to work in the United States for Consultant or its subcontractor and/or any
other claims based upon alleged IRCA violations committed by Consultant or Consultant's
subcontractor(s).
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 subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section; provided, however, that in lieu thereof, the Consultant may provide
evidence to the City that all subcontractors are additional insureds under the Consultant's
policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also name
and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the
following: (1) General Liability: Insurance Services Office Commercial General Liability
coverage for premises and operations, contractual liability, personal injury, bodily injury,
independent contractors, broadform property damage, explosion, collapse, and
underground, products and completed operations; (2) Automobile Liability: Insurance
Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed
by Consultant or for which Consultant is responsible; and (3) Workers'Compensation and
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3.2.10.9 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 subcontractors, 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.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements, with the City's prior written authorization,for all Services rendered under
this Agreement are set forth in Exhibit "C" attached hereto and incorporated herein by
reference. The total compensation shall not exceed Three Hundred Eighty Thousand
Four Hundred Dollars ($380,400) for first year and two and half percent (2.5%) annual
increases in subsequent years. 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 forty-five (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 prior written authorization is obtained from the 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 prior written authorization from City's Representative.
Revised 04/13
Consultant:
Scientia Consulting Group, Inc.
4368 East La Palma Avenue
Anaheim, CA 92807
Attn: Phil Danie, Chief Executive Officer
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Hue Quach, Administrative Services Director
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 subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor 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. Except as otherwise required by
California law, 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
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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.
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 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney's fees and other related costs and expenses. Notwithstanding the
foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8,
the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,
to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's
choosing, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
City, its directors, officials, officers, and employees. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials,
officers, and employees, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by the active negligence or willful misconduct by the City or
its directors, officials, officers, and employees. Consultant shall reimburse City and its
directors, officials, officers, and employees, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials, officers, and employees, and
shall take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether or
not Consultant has been named in the claim or lawsuit.
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3.5.6 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.
3.5.7 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 attorneys' fees and all other costs of such action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 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.
3.5.13 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 subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees 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.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 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,
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benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 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.
3.5.18 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.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation 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.
3.5.20 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.
3.5.21 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.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
Revised 04/13
12
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are
hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 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.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA SCIENTIA CONSULTING GROUP, INC.
By By L
Dominic Lazzaretto Phil Danie
City Manager Chief Executive Officer
Date: Date:
ATTEST: By
Signature
City Clerk Print Name and Title
Date:
APPROVED AS TO FORM:
CONCUR:
Stephen P. Deitsch
City Attorney i)
Hue Qua,
Administrative Services Director
Revised 04/13
13
3.5.23 Exhibits and Recitals. AU Exhibits and Recitals contained herein are
hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 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.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA SCIENTIA CONSULTING GROUP, INC.
By .....s /'•- By
Dr."-is L L. aretto Phil Danie
City Manager Chief Executive Officer
Date: Ci ' 2c. i °l Date:
TTEST: By — —
1 Signature
,i
i
p))
Ai' Print Name and Title
Date:
APPROVED AS TO FORM:
_.., - _ c.--, CONCUR:
•
Step en P. eitsch , _ —
City Attorney
Hue Quacri - '
Administrative Services Director
rtttwns 0413
13
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are
hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 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.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA SCIENTIA CONSULTING GROUP, INC.
By By Z/\--,:...
Dominic Lazzaretto Phil Danie
City Manager Chief Executive Officer
Date: Date: — -V75
ATTEST: BY
S gnature
�� 2' .S/-:re .y
City Clerk Print Name and Title
Date: 5/zy%/9
APPROVED AS TO FORM:
CONCUR:
Stephen P. Deitsch
City Attorney
Hue Quac
Administrative Services Director
Revised 04/13
13
Exhibit "A"
SCOPE OF SERVICES
1. WORK DEFINITION
Consultants' duties shall include, but are not limited to, planning, designing,
developing, implementing, ` and performing a variety of project tasks to maintain
the ongoing trouble-free operation of networking and MIS services on the City's
network; assisting or collaborating in technical studies that relate to the City's
information technology development; serving as a technical advisor for City
projects that involve information technology operations; participating in the City's
information technology strategic planning process; and performing related duties
as required.
2. MANAGEMENT INFORMATION SYSTEMS FUNCTIONS
The Information Technology Management Services Division provides support for
10 City departments, covering many divisions:
Administrative Services, City Manager, City Clerk, City Attorney, Development
Services & Economic Development, Fire, Library & Museum Services, Police,
Public Works Services and Recreation & Community Services.
There are approximately 10 off-site locations with networked and DSL connected
equipment:
Three (3) Fire Stations, Library, Museum, Education Center, Public Works
Services, Recreation & Community Services, Wilderness Park, and Dana Gym.
3. ESSENTIAL DUTIES
Consultant will provide technically qualified professional(s) that will assist with
maintenance of the City's Management of the Information Technology Service
needs. Vendor will assist with required MIS tasks pertaining to all the City
departments.
Typical tasks include, but are not limited to:
• Installation and management of the entire network infrastructure (LAN and
WAN), including all servers, switches, hubs, routers, modems, cabling,,
firewalls, e-mail system and data circuits. This includes network design,
performance monitoring, analysis, tuning, troubleshooting, equipment
configuration, testing, installation, de-installation, moves and changes.
• Protect the City's information from internal and external threats which include
managing, and monitoring access to the City's information technology
environment, system level accounts, groups, usernames and passwords,
application level access and the level of access, and hardware (where
applicable) and software protection systems. Identify security risks, and
recommend procedures to minimize or eliminate them, including user training
and awareness of security issues.
• Shall provide up-to-date information on all network and server
Add/Remove/Changes and all network configurations, log- ons and
passwords to City representative.
• Support City's emergency recovery plan.
• Manage the City's wireless infrastructure.
• Provide remote system monitoring in accordance with City policies and
procedures.
• Provide for after-hours calls with a response time within 2 hours of the time
requested for emergencies. The City would prefer to have a response time
within 1 hour when such calls come from the Police Department.
• Assist with computer and printer hardware diagnostics support.
• Assist with the necessary application software (both in-house developed
software and purchased software) support.
• Assist with installation/upgrade of necessary systems and application software
at the workstations and servers including automated patch management for
networked and standalone devices.
• Provide database management support.
• Assist with day-to-day MIS operations and functions such as computer
support, backups, report distribution, etc.
• Assist with evaluation and recommendations in regards to software and
hardware purchases. Compile hardware and software upgrade schedules.
Work with the City's representative to recommend a budget for the purchase
of equipment, supplies, and other products or services as needed and
purchase of such equipment, supplies and products or services.
• Assist with maintaining and verifying hardware/software inventory of the City's
computer systems.
• Maintain all licensing agreements.
• Assist with the evaluation and development of long-range information systems
planning to meet the needs of the City.
• Assist the City in selecting appropriate technology solution(s) and vendor(s)
based on current market technologies and industry standards.
• Assist with coordination with any third party vendor(s) with issues that pertain
to Information systems/technology issues.
• Work with the City's representative to review information systems guidelines,
policies and procedures.
`(-- 00 • Recommend, implement, and and assist with support on E-GOV applications.
• Develop, implement, manage and assist with a Helpdesk Management
System to address the customer service needs of City staff.
• Maintain the City's network security and integrity.
• Manage and maintain the Active Directory Management for four (4) separate
domains.
• Manage group policy setup/configurations, user profiles, maintain/monitor
staff internet activity; grant/deny access, anti-virus system wide including
investigation of virus activity & outbreaks
• Manage and maintain the City's website, Intranet site creations and daily
A 'y) updates, provide a system for HelpDesk support and tracking of
requests.Assist with support on the City's websites and Intranet site
• Develop and manage computer equipment inventory lists and asset tracking
including hardware replacement cycle. Manage and oversee transfer of all
computer related equipment and hardware to surplus.
• Install workstations, install required software, connect the computers and set
up access to Network and applications. Install, repair or make arrangements
for the repair of all City printers and other peripherals support.
• Manage and maintain e-mail SPAM filter.
• Manage the storage management software.
• Create system images of hard drives for future issues and updates.
• Assist all users with any hardware/software necessary.
• Manage, install and maintain older systems with newer versions of
hardware/software as needed.
• 24X7 support for all critical systems including Police and Fire Departments.
• Manage and maintain all information technology issues for staff and public
PC's including the Museum, Senior Center, City Hall, Police, Fire, Recreation
and Public Works Services.
• Maintain and trouble shoot connections with the Los Angeles Sheriff's
Department data network and California Dept. of Justice in accordance with
their requirements.
• Maintain and manage VMWare software (virtual servers).
• Management of offsite storage tracking and maintain back ups for all data at
all city facilities.
( S `fin • Cable installation and relocation including troubleshooting cable and jack
.) issues throughout the City including minor telephone issues.
• Manage and maintain remote access support (VPN, OWA) for vendors and
City staff.
• Assist staff with system set ups for meetings and training sessions including
the use of any software. Create tutorials for users on how to do requested
tasks.
• Develop and prepare Adhoc reports, Crystal reports programming for Cititech,
custom reports for various departments.
• Assistance with cellphone/smart phone troubleshooting.
• Manage all applications such as PSNET, Laserfiche, HDL, Fire RMS, MS
Office, etc. including SQL databases; database Administration, project
management.
• Coordinate and perform essential purchasing duties in accordance with
established rules and regulations as it relates to information technology
services. Prepare and submit information technology budget.
Consultant will be involved in the planning, design, development, and implementation of
IT projects at the City. Following the City's onboarding of a City-employed IT Manager,
Consultant has worked cooperatively with the Manager, collaborating on daily, short term,
and long-term projects and planning.
• Establishes consistent system patching process.
• Establishes consistent data backup schedule and verified restore capabilities.
• Establishes a network DMZ to segment public-facing data/services from internal
resources.
• Improve network communication reliability.
• Improve server system reliability.
• Remove significant number of unnecessary firewall exceptions.
• Decommission unsupported operating systems and legacy equipment.
Ongoing projects to improve system performance include, but are not limited to:
• Enhancements of the information security posture.
• Modernization and tuning of network infrastructure and equipment.
• Modernization and tuning of desktop, server, and storage computing systems.
• Enhancements of disaster recovery and continuity of operations capabilities.
• Improve the resiliency of mission-critical data communications.
• Exploring opportunities for cost savings through cloud/hosted solutions.
Exhibit "B"
SCHEDULE OF SERVICES
The Term of this Agreement shall be from October 1, 2019 to September 30, 2024, for
the period of five (5) years, with an option to renew for two (2) additional years, unless
earlier terminated.
B-1
Exhibit "C"
COMPENSATION
For the term of this Agreement, the Compensation shall be as follows:
Costs:
Consultant typically incorporates an Engagement and Transition (E&T)fee as a one-time
assessment in addition to the Monthly Ongoing Commitment Rate. The E&T fee enables
Consultant to apply additional key resources for the first month of a new client
engagement contract to increase the success of the "hand-off' process from an existing
IT solution provider to Consultant.
As the City of Arcadia is an existing client, this E&T fee is waived.
Proposed staffing is three full-time contract personnel, supplemented as needed for
mutually agreed upon separate projects based on rates specified below in section 1.
Hourly Rate.
Monthly Ongoing Commitment Rate (Year 1): $31,700
Proposed staffing for all years:
Level Staff Quantity Annual Hours* Monthly Hours-
2 2 3,840 320
Manager 1 1,920 160
Total 3 5,760 480
1,920 hrs./yr. accounts for 2,080 annual hours less 10 typically observed holidays at
governmental organizations and SCG-provided paid time off(PTO)for on-site personnel.
Approximations based on monthly averages including holidays and PTO.
Monthly Ongoing Commitment Rate - Initial Contract Periods
Year 2 Year 3 Year 4
Year 1 (2019) (2020) (2021) (2022) Year 5 (2023)
$31,700 $32,493 $33,305 $34,137 $34,991
Annual adjustments incorporate a 2.5% increase; The cost of the five-year contract would
total $1,999,512.
Monthly Ongoing Commitment Rate — 2 Optional Extension Years
Year 6 (2024) Year 7 (2025)
$35,866 $36,762
Annual adjustments incorporate a 2.5% increase
c-i
1. Hourly Rate:
In the event additional resources are requested or required for mutually agreed upon
special projects, the following hourly rates will be applied. Annual adjustments will
incorporate a 2.5% increase.
Technician (Level 1) $63.00
Technician (Level 2) $71.00
Project Manager $98.50
System Engineer $115.30
Software Developer $115.30
SQL DBA $115.30
Network Engineer $123.00
2. Hours/Days when Normal Service is Available:
Normal service is available Monday through Thursday, 7:30 am to 5:30 pm and
alternating 8:30 to 5:30 pm / closed on Fridays. 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 applied to
any time of day, or day of the week, including holidays and declared emergencies. SCG
is prepared to meet the 1-hour response time for emergency calls outside of normal hours.
3. Travel/Trip Charges (if any):
None
4. ARC/RRC
Aside from specifically identified special projects outside of the core contract agreement,
SCG typically does not engage in additional resources consumed pricing (ARC) and
credits for reductions in services (RRC). If resource requirements consistently deviate
from the RFP-identified averages for support,with significant variance requiring additional
resources, SCG will coordinate variable billing adjustments with the City in accordance
with mutually agreed-upon parameters.
5. 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.
6. Rate(s) on Weekends and Holidays:
Same as above.
7. Any alternate pricing structures (such as a block of hours):
Hours may be invoiced in a block for mutually agreed-upon projects.
8. A monthly payment schedule anticipated which to include the agreed-upon Scope of
Work hours and if applicable, any additional agreed-upon hourly contract work for that
period - the rates above fixed for five (5) years.
C-2