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PROFESSIONAL SERVICES AGREEMENT
by and between
THE CITY OF BURBANK
and
GUIDEPOST SOLUTIONS LLC
dated as of September 13, 2022
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PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), is made and entered into this 13th day of September, 2022 (the “Effective Date”), by and between THE CITY OF BURBANK, a municipal corporation (the “City”) and GUIDEPOST SOLUTIONS LLC (the “Consultant”). The City and the Consultant are herein referred to, individually, as a “Party”, and, collectively, as the “Parties”.
City and Consultant agree as follows:
1.0 Services. Consultant, as an independent contractor, agrees to perform during the term of this Agreement, each and every service described in the “Scope of Services” set forth on Exhibit A to this Agreement (the “Scope of Services”). The initiation of service by the Consultant should not commence until all of the following conditions have been satisfied:
(a) Consultant has furnished all of the insurance documents required by Section 10.0 below; and
(b) Consultant has furnished any required supporting
documentation required by Sections 16.0 below.
(c) Consultant shall perform each service within the Scope of Services only to the extent of the specific written authorization or notice to proceed provided by the City Project Manager, which shall direct the Consultant to proceed with the services listed in the Scope of Services, or any portion therein. To the extent that the Scope of Services involves more than one service, Consultant shall only be entitled to payment for services upon City Project Manager’s written authorization or notice to proceed with such service. The services of the Consultant shall include the making of all investigations, studies, and analysis required by the conditions involved in each request of the City Project Manager. The Scope of Services shall not be modified without an amendment executed by the authorized representatives of each Party.
1.1 Extra Services
Unless City and Consultant have agreed in writing before the performance of extra services that are beyond the Scope of Services ,
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City shall have no liability for such extra services and Consultant shall have no right to claim compensation for such extra services or expenses. The applicable hourly rates for authorized extra services shall be at the hourly rates set forth in the Schedule of Compensation (Exhibit B) unless otherwise agreed to by the parties in writing.
2.0 Term of Agreement; Termination.
2.1 Term. The term of this Agreement is from the Effective Date until June 30, 2023; provided, however, that the term of this Agreement may be extended by written amendment executed by authorized representatives of each of the Parties or may be earlier terminated as provided in Section
2.2 below (the “Term”).
2.2 Termination by City. The Ci ty may terminate any or all of the services agreed to be performed under this Agreement without cause, at any time during the Term by giving the Consultant thirty (30) days’ notice in writing.
Either party may terminate this Agreement with cause, immediately upon giving the other party written notice of such default or breach of this Agreement that is the basis for the termination.
2.3 Effect of Termination. In the event of termination, Consultant shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Consultant within thirty (30) days following submission and approval of a fi nal invoice by Consultant unless termination is for cause. In the event that such termination was for cause, Consultant shall be compensated only to the extent required by law.
3.0 Compensation and Schedule of Compensation . The total compensation (including, but not limited to all fees, expenses, reimbursements or other costs) payable by the City to the Consultant under this Agreement shall not exceed the sum of $149,930.00 (the “Cost of Services”). The Cost of Services shall not be increased without a written amendment executed by the authorized representatives of each Party. Consultant shall earn the compensation set forth in the Cost of Services in accordance with the “Schedule of Compensation” as attached to this Agreement as Exhibit B. No payment for expenses, labor or any other cost shall be paid to Consultant unless it is within the Scope of Services (Exhibit A).
4.0 Personnel.
4.1 The staff person designated by Consultant to be the primary point of contact (the “R epresentative”) for day -to-day performance of this Agreement shall be:
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Jordon Ferrantelli
Lead Project Manager
331.305.7225
[email protected]
Representative shall be a key member of Consultant’s firm, and shall be directly involved in performing, supervising or assisting in the performance of the Scope of Services under this Agreement. The Representative shall be the key person to communicate w ith, and periodically report to, City on the progress of the work. The Consultant may, from time to time, remove or replace the Representative designated in this Agreement only with prior written consent by the City’s Designated Official.
4.2 The services to be performed by Consultant shall be accomplished under the general direction of, and coordinat ion with, the staff person designated by the City serving as the project manager (the “City Project Manager”). The City Project Manager designated by the City for day-to- day administration of this Agreement shall be:
Teresa Lord
Assistant Chief Information Officer
275 E. Olive Ave.
Burbank, CA 91502
818.238.5096
[email protected]
The City may, from time to time, remove or replace the City Project Manager designated in this Agreement by written notice to Consultant.
The City Project Manager has no authority to execute any amendments, consents or waivers on behalf of the City.
4.3 With respect to matters that extend beyond the day-to-day administration of this Agreement, the City designates the Kevin Gray, Chief Information Officer, Information Technology Department (the “Designated Official”) to handle such matters.
818.238.5080
[email protected]
5.0 Invoicing and Payment. Consultant shall provide City with written verification of the actual compensation earned, which written verification shall be in a form reasonably satisfactory to the City Project Manager. Invoices shall be made no more frequently than on a monthly basis and no less frequently than every 60 days, and shall describe in reasonable detail the work performed (including a list of hours worked by personnel
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classification) together with any receipts, invoices or other documentable expenses that are reimbursable under the Schedule of Compensation. All payments shall be made within thirty (30) days after City’s approval of such invoice.
6.0 Standard of Skill. Consultant, and Consultant's officers, employees and agents, if any, are skilled in the professional calling necessary to perform the work agreed to be done pursuant to this Agreement. The work performed by Consultant shall be with the degree of skill and diligence normally practiced in the industry for which Consultant is being retained by the City. To the extent that Consultant’s industry is subject to guidelines, rules or other standards, Consultant shall ensure that it complies with such guidelines, rules or other standards. The accep tance of Consultant's work by the City shall not operate as a release of the Consultant from such standard of care and workmanship.
7.0 Independent Contractor. Consultant is retained and engaged by the City only to the extent set forth in this Agreement, and the Consultant's relationship to the City is that of an independent contractor. Consultant shall be free to dispose of all portions of Consultant's time and activities which Consultant is not obligated to devote to the City in such a manner and to such persons, firms, or corporations as the Consultant sees fit except as exp ressly provided in this Agreement. Consultant shall not be considered to have the status of an employee under this Agreement or be entitled to participate in any insurance, medical care, vacation, sick leave, or other benefits provided for City's officers or employees. Consultant shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the performance by the Consultant (including any of its officers, employees or other agents) of its obligations under this Agreement. Consultant has no authority to bind City in any manner or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the City.
8.0 Hold Harmless and Indemnity. Consultant shall fully and promptly undertake its obligations as set forth below:
8.1 Hold Harmless. To the fullest extent provided by law, Consultant holds City, its elected officials, officers, agents, and employees, harmless from all of Consultant's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Consultant, to Consultant's employees, to Consultant’s contractors or subcontractors, or to the owners of Consultant's firm, which damages, losses, injuries or liability occur during the work required under this Agreement, or occur while Consultant is on City property, or which are connected, directly or indirectly, with Consultant's performance of any activity or work required under this Agreement.
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8.2 Defense and Indemnity . Consultant shall investigate, defend, and indemnify City, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of any intellectual property rights (including, c opyright, patent and trademark), or professional errors and omissions arising out of, directly or indirectly, any error, negligence, recklessness, or omission of Consultant or any of Consultant’s officers, agents, employees, representatives, sub-consultants, or subcontractors, or the willful misconduct of Consultant or any of Consultant’s officers, agents, employees, representatives, sub -consultants, or subcontractors, in performing the services described in, or normally associated with, the work required under this Agreement , or breach by Consultant of this Agreement. The duty to defend shall include any suits or actions concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, e xpert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
8.3 No Waiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 10.0 below.
9.0 Correction or Re-Performance of Work. If City believes that any of the work performed under this Agreement does not com ply with the terms of this Agreement, City may deliver notice to Consultant. Such City’s notice shall describe how the work performed, including any deliverables resulting from such work, does not meet the requirements of this Agreement, including failure to meet the applicable standard of care set forth in Section 6.0 and, upon City’s sole discretion, may also make a request for Consultant to re -perform the services. If City requests Consultant to re -perform services , Consultant shall promptly re - perform the services at no additional cost to City in a reasonably timely manner .
Should Consultant fail to make such correction or re-performance, the cost thereof shall be withheld from any funds due to Consultant hereunder or charged to Consultant with such a mounts to be paid by Consultant within thirty (30) days of receipt of such invoice.
10.0 Insurance.
10.1 Insurance Coverage. Consultant shall maintain, throughout the Term, the insurance coverage set forth in the “Insurance Requirements” as attached to this Agreement as Exhibit C.
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10.2 Delivery of Certificates of Insurance and Endorsements . Prior to the commencement of any work by Consultant under this Agreement , Consultant shall provide the City with copies of certificates (on an Accord form as modified per C ity direction) for all policies together with the appropriate endorsements required in Exhibit C. At the request of the City, Consultant shall deliver a copy of its insurance policies.
10.3 Failure to Maintain Insurance. If Consultant receives a cancellation notice of any insurance required by this Agreement, Consultant shall, within one day of receipt, forward said notice to City Project Manager. If Consultant at any time during the Term of this Agreement, should fail to secure or maintain any insurance required under this Agreement, the City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the cost of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. Such costs can be assessed by deducting such costs from any amounts due and payable to the Consultant as compensation under the terms of this Agreement.
11.0 Work Product.
11.1 Deliverables. Consultant shall deliver to the City the studies, plans, specifications, drawings, photographs, maps, videos, records, designs, data, reports, documents or other work products as are identified in the Scope of Services (“ Work Product”). The City may also request, and Consultant shall provide to City, copies of all other information developed in the course of the Consultant’s performance of this Agreement.
Consultant shall, in such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. Consultant shall, upon request by City and upon completion or termination of this Agree ment, deliver to the City all Work Product produced by the Consultant. Consultant represents and warrants that upon delivery of the Work Product, such Work Product shall be free of all liens, security interests or any other encumbrances.
11.2 Ownership. Each and every item that constitutes Work Product produced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the City.
12.0 Confidentiality.
12.1 Non-Disclosure Exemptions. Consultant may be granted access to information that is exempt from disclosure to the public and may contain
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“trade secrets” when it is necessary for Consultant to perform its obligations pursuant to this Agreement. If Consu ltant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in the California Public Records Act.
12.2 Confidentiality Obligation . Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Consultant by the City or other information to which the Consultant has had access during the Term of this Agreement without the prior written consent of the Designated Official during the Term of this Agreement and this obligation shall survive for a period of two (2) years after the termination of this Agreement . Notwithstanding the foregoing, the confidentiali ty obligations imposed by this Agreement shall survive as to any of the following information (a) a trade secret under applicable law for so long as such information constitutes a trade secret thereunder, (b) each utility customer’s “data” under applicable law unless Consultant has secured such customer’s express, written consent to release of such customer’s information , (c) any information classified by City as “critical infrastructure information” or “p rotected critical infrastructure information” or “protected system,” or (d) any other documentation that has been identified as confidential by City until City has advised Consultant in writing that such information may be released.
13.0 Acceptance of Final Payment by Consultant. The acceptance by Consultant of the final payment made under this Agreement shall release City from all claims and liabilities for compensation to or for the benefit of Consultant for anything done, furnished, or relating to Consultant 's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check; provided, however, approval or payment by City shall not co nstitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, agents, subcontractors and subconsultants for the satisfactory performance, accuracy and/or competency of the information provided and/or work performed by Consultant; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, agents, subcontractors and subconsultants.
14.0 Records. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City, the Designated Official or the City Project Manager. Consultant shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services.
All such records shall be maintained in accordance with generally accepted
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accounting principles and shall be clearly identified and readily accessible.
Consultant shall provide access to the Designated Official or designees at all proper times to such books and records, and gives the Designated Official or designees the right to examine and audit such books and records and to make transcripts as necessary, and to allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Consultant shall maintain such records for at least four years after the termination or final payment under this Agreement , whichever is later.
15.0 Conflict of Interest. Consultant agrees to be familiar with and comply with all applicable federal, state and local conflict of interest laws (including 2 CFR 200.318, if federal money is funding any part of this Agreement). Consultant represents and warrants that it is unaware of any City employee or official that has a financial interest in Consultant's business. During the Term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer or accept any financial interest in Consultant's business by any City employee or official.
16.0 Payee Registration Form . City shall provide a Payee Registration F orm to Consultant and Consultant shall deliver a completed registration form to the City.
Consultant acknowledges that this form is necessary for the City t o process any payment for services hereunder.
17.0 Non-Appropriation of Funds . Payments due and payable to Consultant for current services are within the current annual budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Consultant services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
18.0 Compliance with Laws. Consultant agrees to perform all of its obligations under this Agreement in accordance with all applicable federal, state and local laws, rules and regulations. This obligation shall include, but is not limited to, the following requirements set forth below:
18.1 Permits and Licenses. Consultant, at its sole expense, shall obtain and maintain during the Term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
18.2 Anti-Terrorism Laws; Sanctions . The Consultant represents and warrants that:
(1) it is not a person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control, United States Department of the Treasury
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or in Section 1 of Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States of America (Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism);
(2) it does not engage in any dealings or transactions with any s uch persons described above; and
(3) is not otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, Trading with the Enemy Act, the International Emergency Economic Powers Act, Accountability and Divestment Act or any other similar law or regulation with respect to any country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing.
19.0 Meet and Confer. The Parties agree to meet and confer concerning all claims, disputes or other matters in question between the Parties arising out of or relating to this Agreement or breach thereof prior to the institution of any litigation.
20.0 Waiver; Remedies Cumulative . Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand strict performance by such other Party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall aff ect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative a nd alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy.
21.0 Integrated Agreement; Construction. This Agreement, including any exhibit, schedule or addendum attached hereto, supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services hereunder, and contains all of the covenants and agreements between the Parties with respect to said services. The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose s of providing a public benefit and not strictly for or against any Party. No verbal
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agreement or implied covenant shall be held to vary the provisions of this Agreement.
In the event an inconsistency arises between any attachments (including any exhibit, schedule or addendum) and any term of this Agreement, the terms of this Agreement shall prevail. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent permitted successors and assigns.
22.0 Amendment; Modification. This Agreement may only be amended or otherwise modified upon written mutual agreement of each of the authorized representatives of the Parties.
23.0 Assignment. This Agreement is personal to the Consul tant and may not be assigned without the prior written approval of the Designated Official .
Notwithstanding the foregoing, any assignment in violation of this Section by the Consultant is voidable in the City’s sole discretion.
24.0 Use of t he Term “City .” Reference to “City” in this Agreement includes City Manager or any authorized representative acting on behalf of City.
25.0 Severability. If any part, term, or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local governmental entity having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected by such holding.
26.0 Execution Counterparts. This Agreement may be executed in counterparts and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpar t.
Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a true copy of a counterpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding and effective for all purposes. Notwithstanding the foregoing, the authority under this Section to execute this Agreement with an electronic signature shall be limited to a physical (“wet ink”) signature placed on a counterpart to this Agreement by a Party, and transmitted electronically as described in this Section to the other Party.
27.0 Governing Law. The terms of this Agreement shall be interpreted according to the laws of the State of California. The Parties agree and consent to the jurisdiction of the state and federal courts of competent jurisdiction exclusively in the County of Los Angeles, California.
28.0 Survival. The provisions of Sections 8, 9, 10 and 12.0, shall survive for a period of four years following the termination or expiration of this Agreement , whichever is later.
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29.0 Notices. Any written notice required by this Agreement shall be given by depositing such notice in the United States mail, postage prepaid or by personal delivery, and addressed as follows:
TO CITY:
The City of Burbank
Information Technology
Attention: Teresa Lord
275 E. Olive Ave.
Burbank, CA 91502
[email protected]
TO CONSULTANT:
Guidepost Solutions, LLC
Attention: Jordan Ferrantelli
2 Prudential Plaza, 180 N Stetson Ave Suite 2025,
Chicago, IL 60601
[email protected]
All notices shall be effective upon deposit in the mail, as specified above, or personal delivery.
Either Party may change the specified person or address at w hich it is to receive notices by so advising the other Party in writing.
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30.0 Safety Requirement. To the extent that Consultant performs any work on premises owned or leased by the City, the Consultant agrees that it shall comply with this Section. All work under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL-OSHA. The City reserves the right to issue restraint or cease and desist orders to the Consultant when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations.
Any hazardous condition not ed by the Consultant, which is not the result of his operations, should immediately be reported to the City Project Manager.
31.0 Copyright. In the event Consultant creates an original work product as part of the Scope of Services (“work product”), Consultant agrees that work product is a work made for hire. Consultant acknowledges that he/she received consideration for this work product and has no copyright interest in any of the work product, or in any copyright related to the work product. For example work product may involve:
illustrations and graphic design services, digital and print branding services, photographs, Meta Tags, text, photographs whether edited or not, and other graphic images, appearing on the web sites or other applicable medium , domain names, log-in credentials for social media and other on -line electronic platforms.
Further, if this Agreement is found by any court or other jurisdiction to not be a work-for–hire as defined in 17 U.S.C. 101, then Consultant hereby transfers any and all i nterest of the copyright(s) in the work product to City. This transfer and assignment are irrevocable and in perpetuity.
Further, Consultant represents and warrants: 1) that all work product shall be original and not subject to any other ownership claims b y third parties, and 2) if applicable, that consent by individuals depicted in any work product have been obtained and written releases will be delivered to City prior to the completion of the Scope of Services. Consultant indemnifies and defends City as to any damages arising out of or relating to a breach of this warranty and representation.
If applicable, Consultant agrees to provide all log-in credentials for social media and other on -line electronic platforms to C ity within ten (10) days of establishing same, which shall allow C ity at any time with the ability to access, utilize and maintain the social media account or electronic on-line platform, should C ity choose to do so. In any event, upon the conclusion of Consultant’s services, Consultant shall no longer utilize any log -in credentials or electronic on -line platforms.
32.0 Prevailing Wages. To the extent that the Consultant performs any work described in California Labor Code Section 1720(a)(1), including, but not limited to, inspection and land surveying work Consultant agrees that it shall comply with this Section. The Consultant, and any subcontractor or subcon sultant working on behalf of the
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Consultant with respect to this Agreement, is required to pay not less than the established prevailing rates of wages to all workers employed in the execution of this Agreement, and Consultant shall comply with all other re quirements applicable to Public Works Construction as specified in the California Labor Code and/or Davis Bacon Act, if federal money is funding any part of this Agreement . Furthermore, Consultant must register as a public works contractor with the California Department of Industrial Relations, if the compensation under this Agreement is greater than $25,000.
33.0 COVID-19 Vaccination. Consultant shall comply with the “City of Burbank Executive Order Mandating COVID-19 Vaccination for Contractors” (“Order”), attached and incorporated herein as Exhibit D, while the Order remains in effect.
Consultant shall complete the Attestation of Contractor Compliance as required by the Order, and return such attestation to the City prior to performing any service under this Agreement.
[Signature Page on the Following Page]
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In recognition of the obligations stated in this Agreement, the Parties have executed this Agreement on the date indicated above.
.
"CONSULTANT"
Guidepost Solutions LLC
"CITY"
City of Burbank
Signature Signature
Name (Please Print) Name (Please Print)
Title Title
If Consultant is a corporation or LLC, a
second signature is required:
ATTEST:
Office of the City Clerk
Signature
Name (Please Print)
Title Zizette Mullins, MMC, City Clerk
Standard Template1
Approved as to Form
Burbank City Attorney’s Office
January 2022
By:
Signature
Joseph H. McDougall
City Attorney
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall perform the following services for the benefit of the City:
Numbered items in Scope of Services relate to Task Numbers in Deliverables section
1. Throughout the engagement, Guidepost Solutions anticipates Virtual Stakeholder Meetings with the City of Burbank to provide updates and obtain stakeholder input on schedule, deliverables, and other relevant areas. We foresee leveraging Zoom or Microsoft Teams for these regular meetings. As discussed with the City of Burbank, the intent is to have 15 -minute meetings each day to ensure engagement progress and to review forthcoming deliverables and efforts and one-hour weekly sessions (as needed by the City of Burbank) to review upcoming deliverables and planned efforts.
Our team representatives will be available for these sessions.
2. Prepare and submit a Documentation Request List to the City. The documentation request shall include but is not limited to:
a. Any existing security policies and procedures
b. Formatted templates for the creation of policies and procedures c. As-builts (Security & Technology)
d. Security Services Contract Agreements
e. Existing System Information (Make, Models, Quantity) f. Cardholder Reports / Access Level Reports
g. Current Physical Security Technology in Use and Any Documentation:
i. Types of Video Cameras (analog, IP, analytics, etc.) ii. Video Surveillance Systems (VSS) and Camera Locations iii. Intrusion Detection Systems (IDS) and Technology Locations iv. Mass Notification System(s) and Locations
v. Staff Access Control and Visitor Management Systems and Locations vi. Shot Spotter System(s) and Locations
vii. License Plate Reader(s) and Locations
viii. Current VSS Security Server Storage Capacity and VSS Retention Requirements
ix. Physical Security Information Management Systems (PSIM) (as applicable)
x. Locations of Primary and Alternate Security Control Centers (if different from the Police Station or PSAP location)
xi. Existing Use of Fiber Optic Cabling and Availability of Additional Dark Fiber
xii. Current City Network Configuration(s)
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3. Conduct a Kickoff Meeting with the key stakeholders of the City. During the kickoff meeting, discuss timeline, deliverable expectations, review outstanding request items, and onsite assessment dates.
4. Create a Dashboard to allow the City to track Guidepost Solutions’ progress throughout the engagement.
5. Prepare an Online Survey to be distributed to stakeholders across the City. Submit the survey to the key stakeholders for review. Attend a virtual meeting to review online survey, make modifications, and provide the link to the survey for distribution to City stakeholders. Example questions will be coordinated with the City stakeholders for their review and approval, but could include topics surrounding:
a. Perception of Safety in City Buildings
b. Use of Security Technology
c. Concerns on Existing Security Technologies
d. Desired Features in Security
e. Types of Security Policies and Procedures Required
f. Threats and Risks for the City
g. Past Security Incidents at City Properties
6. Create a Security Technology Educational PowerPoint (approx. 45 to 60 minutes) to present a high -level overview of the components of a comprehensive security program, and a variety of security technology options that exist to review with stakeholders during two (2) Virtual Engagement Sessions, as well as policies and procedures best practices for use with security technology. The intent is to provide stakeholders with options for attendance and to record the session to provide to those unable to attend.
7. Review the results of the Online Survey and provide a n online Survey Findings Presentation for the City’s review. The findings could influence the questions posed to interviewees and identify areas of concern or opportunity for the interviews.
8. Conduct Virtual Stakeholder Interviews with each department at the City. A total of 25-30 interviews in both group format and one-on-one are budgeted. Interviews are anticipated to be up to 1 hour.
a. The interviews shall serve three purposes:
i. To obtain valuable information about how interviewees currently interact with sec urity technology, identify what security concerns they have, and open a dialog about the requirements of a security program for the City, including understanding any threat profile or risk related concerns that could impact the City environment. We will focus heavily on the role of policies and procedures surrounding security and their impact City operations;
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ii. To educate the stakeholders on the security technology available to identify desired applications as well as policy and procedure best practices; and
iii. To provide a venue for stakeholders to share security concerns, offer potential solutions, and provide insights in their daily operations.
9. Conduct a Policies & Procedures Gap Analysis based on the documentation review, online survey , and int erviews to identify existing security policies and procedures requiring updates or enhancements; determine additional policies and procedures needed to ensure compliance with regulatory requirements, security best practices, and operations needs for the Ci ty; and develop a method to ensure documentation remains up-to-date and appropriate to the City’s risk and operational environment.
10. Create a Policies & Procedures Findings Matrix from the Gap Analysis to guide the policies and procedures revision, update, and development process.
11. Prioritize the Policies & Procedures Findings Matrix to determine which policies and procedures require immediate update and revision or creation (High Priority), which offer substantial benefit for the City but are not necessarily required immediately (Medium Priority), and those which offer benefits for the City but are not required immediately (Low Priority).
12. Develop a City-Wide Policies & P rocedures Plan of Action to update, revise, and develop the needed city-wide policies and procedures based on the priority order.
Guidepost will leverage the Dashboard to ensure a systematic approach for document development, client review, and revision.
13. Deliver a Debrief to Stakeholders based on content obtained through the gap analysis, interviews, documentation review, and open-source assessment. This will include the prioritized list of planned policies and procedures for update, revision, and development for the security program and plan of action. The debrief shall also include information on how recommended the policies and procedures will influence security technology decisions. The intent will be to ensure alignment in planned policies and pro cedures between the City and the Consultant prior to making specific recommendations for the system enhancements and upgrades. We foresee recommendations focused on but not limited to:
a. Use of physical security systems for intrusion detection, physical acc ess control, video surveillance, duress / panic alarm, and visitor management in City facilities
b. Standardized baseline requirements for protection of City employees, visitors, and assets while in City facilities and on City premises to provide a consistent level of protection across City facilities
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c. Use and restrictions for surveillance conducted on City premises and surveillance conducted near adjacent streets, traffic intersections, and public areas to balance privacy with desired use cases
d. Use and restrictions for video recorded and/or viewable by third-part vendors conducted on or near City premises, including coverage adjacent to streets, traffic intersections, and public areas
e. Use of video surveillance for situational awareness in traffic control, p arking management, public safety, and forensic documentation
f. Employee and law enforcement access to live and/or recorded video g. Public records request access to recorded video
h. Video retention periods
Standardization of systems
14. Commence the Update, Revision, and
Development of Planned City-Wide
Policies and Procedures based on the
prioritized order and input from the City.
Our intent is to develop these documents in
tandem with the onsite assessments
addressed below and provide the
documents for review on a rolling basis to
allow stakeholders to review the draft
document, provide input, and develop a
revised document. Rather than submitting all policies and procedures at once, our team will provide them to the City of its review as they are produced based on the priority order.
15. Conduct an Onsite Security Assessments with team members to review a sampling of City buildings, their related security infrastructure, and setup. The Consultant shall review the existing conditions t o identify the current state of City facility physical security, including current system deployment, age, systems integrations, current technology deployed, existing infrastructure and future needs, device locations, upgrade potential, and overall effecti veness of the systems. Up to 120 hours have been allocated to review the sites. Site visits shall be conducted in coordination with City stakeholders. The intentions of the onsite assessments will be informed through the initial documentation review, interviews and survey results to identify which sites will be visited. Our team anticipates that the City will provide points of contact knowledgeable about the specific building facilities and security technology and with access credentials to provide our team with access to security technology systems and facilities onsite.
Identify Prioritized
Policy/Procedure
Revise/Update/
Develop
Policy/Procedure
Submit to CIty Key
Stakeholders for
Review
Obtain Input from
City Key
Stakeholders
Revise
Policy/Procedure
Based on City Key
Stakehold Input
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a. Exact site list will be coordinated with the key stakeholders based on the information uncovered during the consultant’s discovery work on the survey, interviews and documentation review,
16. Revise (as necessary and with the City’s agreement) the Prioritized Policies and Procedures Matrix based on content obtained through the site surveys and review the matrix with City stakeholders for alignment.
17. Develop a Draft Comprehensive Recommendations Report based on the site assessments, documentation review, onli ne survey, interviews, open -source information, and input from the City.
18. Submit the Draft Comprehensive Recommendations Report . The report shall include recommendations for the current and future states of the security system deployment, considering the stakeholder information obtained during the interviews, onsite assessment, and online survey. The security system assessment report is anticipated to include the following sections; however, this is subject to change based on information obtained during the stakeholder meetings, interviews, online survey, and the onsite assessment:
a. Introduction and Project Approach
b. Assessment Methodology
c. Existing Conditions
i. Access Control
ii. Surveillance
iii. Intrusion Detection
iv. Intercom
v. Duress Alarms
vi. Visitor Management
vii. Infrastructure
d. Desired Future State and System Requirements
i. Information uncovered during stakeholder interviews
ii. Current pitfalls and remediations
iii. Integrations
iv. System Use
e. Information on how the Policies and Procedures impact the recommendations of the secur ity technology to be considered throughout the City.
f. Recommendations for the Physical Security Program of the City i. Deployment Strategies and Standardization of Systems recommendation
1. The deployment strategies shall identify the implementation priorities based on all information obtained to date, which can include but is not limited to recommendations of which
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systems should be slated or considered for upgrade first, integrations to other systems, etc.
2. A security program that focuses on Staff, property, a nd visitor safety
ii. Video retention recommendation
iii. System Options and Associated Costs
iv. Consideration of Good, Better, Best options against forecasted costs
1. Costs shall review initial capital expenditures as well as on - going maintenance and forecasted upgrade costs.
v. Recommended design standards in equipment selection (i.e., Basis of Design).
19. Obtain feedback from the City on the Draft Comprehensive Recommendations Report and revise the report accordingly.
20. Compile the Revised/Updated/Developed City-Wide Policies and Procedures for the City’s comprehensive review. The intent is for the City to have already reviewed the individual policies and procedures. This is an opportunity to see the documentation together to determine cohesion and identify any additional areas to address.
21. Meet with the City stakeholders to review the Revised Comprehensive Recommendations Report and the Revised City-Wide Policies and Procedures.
22. Submit Final Comprehensive Recommendations Report and Final City-Wide Policies and Procedures.
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# High-Level Deliverables
I Assessments, Interviews, and iterative policy and requirements development sessions
II The physical security assessment
III The physical security program priorities
IV The physical security systems requirements
V The Physical Security System Policies, Procedures, and Administrative Requirements Manual (to include Draft, stakeholder Reviews, and Final document delivery)
Task # Description of Service and Detailed Deliverable
1 Weekly/Daily Virtual Stakeholder Meetings
2 Documentation Request List
3 Kickoff Meeting
4 Project Dashboard
5 & 7 Online Survey
6 Security Technology Educational PowerPoint
8 Security Technology Educational Presentations
9 Citywide Policies & Procedures Gap Analysis
10, 11, 16 Prioritized Citywide Policies & Procedures Matrix 12 Citywide Policies & Procedures Plan of Action
13 Debrief to Stakeholders
15 Conduct Physical Security Assessments
14 Update/Revision/Development of Planned Policies & Procedures (This is a rolling & progressive review as Policies & Procedures are updated/revised/developed.)
14 High Priority Citywide Policies & Procedures
Update/Revision/Development
14 Moderate Priority Citywide Policies & Procedures
Update/Revision/Development
14 Low Priority Citywide Policies & Procedures
Update/Revision/Development
17, 18, 19,
21 Final Recommendations Report in the form of an Administrative Requirements Manual– To include:
The physical security program priorities
The physical security systems requirements
Comprehensive recommendations
20 & 22 Final Compiled Citywide Policies & Procedures
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EXHIBIT B
SCHEDULE OF COMPENSATION
The total compensation (including, any reasonable costs, expenses or reimbursements) payable by the City to the Consultant shall not exceed the Cost of Services as set forth in Section 3.0.
To the extent that the Schedule of Compensation includes any travel, hotel or other reimbursable expenses, such expenses shall be for actual and reasonable expenses incurred in the performance of the Scope of Services.
The Consultant and the City agree that the Consultant shall earn its compensation according to the following method:2
□ Time and Materials: The City shall pay for the services on a time-and-material basis. Consultant shall invoice the City for all actual hours of work performed in accordance with this Agreement at the following rates:
Estimated Hours and Cost Breakouts
Billing Rates Labor Rate per hour
Blended billing rate $235
Task Name Estimated
Hours
Estimated
Cost
Receive Notice to Proceed
Submit Documentation Request List 2
$470.00
Conduct Kickoff Meeting 4
$940.00
Create and Submit Dashboard 4
$940.00
Develop Online Survey and Submit for Stakeholder
Review 8
$1,880.00
Develop Security Technology Educational PowerPoint
and Submit for Stakeholder Review 10
$2,350.00
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Task Name Estimated
Hours
Estimated
Cost
City Provides Documentation Requested (Guidepost
understands additional documents could be identified
and provided at a later date.)
-
Review Documents Provided by the City 12
$2,820.00
Engage in a Gap Analysis and Submit Findings to the City 16 $3,760.00
City Provides Feedback on Security Technology
Educational PowerPoint
-
Revise Online Survey 2
$470.00
Revise Security Technology Educational PowerPoint 2
$470.00
City Distributes Online Survey Link to Stakeholders
-
Present Security Technology Educational PowerPoint to
Stakeholders Virtually (Session 1) 2
$470.00
City Stakeholders Provide Responses to Survey
-
Develop Prioritized Matrix for Policies & Procedures
Update/Revision/Development 15
$3,525.00
Present Security Technology Educational PowerPoint to
Stakeholders Virtually (Session 2) 2
$470.00
Develop Online Survey Findings Presentation and
Present Findings to City of Burbank Key Stakeholders 8
$1,880.00
Submit Draft Interview Questions for Stakeholder Review 4 $940.00
Revise Interview Questions Based on Stakeholder Review 2 $470.00
Engage in Virtual Stakeholder Interviews 50
$11,750.00
Develop a Plan of Action for the
Update/Revision/Development of Policies & Procedures 14 $3,290.00
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Task Name Estimated
Hours
Estimated
Cost
Review Plan of Action with City and Revised Based on
Feedback 4
$940.00
Confirm Onsite Location List with City 2
$470.00
Update/Revise/Develop High Priority Policies &
Procedures 40
$9,400.00
Compile Initial Findings from Interviews 20
$4,700.00
Conduct Onsite Assessments (15 Sites) 120
$28,200.00
Write Draft Recommendations Report 85
$19,975.00
Update/Revise/Develop Moderate Priority Policies &
Procedures 32
$7,520.00
Revise Draft Recommendations Report Based on
Stakeholder Input 8
$1,880.00
Submit Final Recommendations Report Based on
Stakeholder Input 2
$470.00
Update/Revise/Develop Low Priority Policies &
Procedures 32
$7,520.00
Compile Revised Policies & Procedures for City's
Comprehensive Review 8
$1,880.00
Obtain Final Input from City on Revised Policies &
Procedures 2
$470.00
Finalize Policies & Procedures 8
$1,880.00
Project Contingency NTE
Utilized as needed - consultant will not exceed the
estimated hours for a service/deliverable without written approval of the project manager
118 $27,730
Total Project Budget With Contingency 638
$149,930.00
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ANNEX 1 TO SOW
to the Professional Services Agreement dated September 13, 2022 between City and Consultant
Acceptance Testing
(a) Certain Definitions:
(i) The term “ Acceptance Testing ” means testing performed by the parties in accordance with the Applicable Acceptance Test Plan to determine whether the relevant Services and Deliverables comply with the Acceptance Criteria.
(ii) The term “ Acceptance Criteria” means (A) any specifications or requirements in the SOW for the Services to be performed and the Deliverables to be provided under the SOW; (B) any specification and descriptions of the Services or Deliverables that may be in the Documentation, and (C) Cit y’s reasonable expectations for such Services and Deliverables.
(iii) The term “Acceptance Date” means the date on which City notifies Consultant of its Acceptance.
(iv) The term “Acceptance Test Plan” means (A) the plan for testing the applicable Services and Deliverables as agreed upon by the parties, and (B) such other testing as determined by City in its reasonable discretion.
(v) The term “ Acceptance” means if City determines in its reasonable discretion that the relevant Services and Deliverables comply with the Acceptance Criteria or if City otherwise decides in its sole discretion to accept the Services and Deliverables.
(b) Upon delivery by Consultant to City of completed Services or Deliverables that are ready for Acceptance Testing, City shal l use commercially reasonable efforts to commence Acceptance Testing as soon as practical under the circumstances. Upon City’s Acceptance or rejection of any Services or Deliverables, City shall use commercially reasonable efforts to notify Consultant as to the same as soon as practical under the circumstances. The payment by Client of any Fees to Company does not constitute Acceptance.
(c) If Client determines in its reasonable discretion that the relevant Services or Deliverables, or any portion thereof , fail to substantially comply with the Acceptance Criteria, then Client shall use commercially reasonable efforts to send to Consultant a notice that sets forth in reasonable detail the reasons for Client’s rejection as soon as practical under the circums tances after the completion of the Acceptance Testing (a “Rejection Notice”).
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(d) Upon receipt of a Rejection Notice, Consultant shall use all commercially reasonable efforts to immediately (but in any event no later than ten (10) days, unless a longer period is mutually agreed by the parties) correct all deficiencies that are referenced in such Rejection Notice. Thereafter, Consultant shall resubmit the relevant Services or Deliverables to Client for retesting, and Client shall retest the relevant Service s and Deliverables in accordance with this Annex.
(e) If the Services and Deliverables still fail Acceptance Testing, then Client may, in its sole discretion: (i) grant Consultant additional time to correct the outstanding deficiencies; or (ii) without prejudice to any of Client’s other rights and remedies under this Agreement or at law or in equity, terminate the applicable SOW, whereby Consultant shall promptly refund (without any set off or counterclaim) all Fees and expenses paid to Consultant in respect of the rejected Services or Deliverables.
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EXHIBIT C
INSURANCE REQUIREMENTS
Consultant shall procure and maintain , for the Term of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors.
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Commercial General Liability : Insurance Services Office Form CG 00 01 covering commercial general liability insurance (“ CGL”) on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be at least $2,000,000.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with statutory limits, and employer’s liability insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability or Errors and Omissions: Errors and Omissions insurance appropriate to the Consultant’s profession (“ E&O Insurance”), with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
If Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant.
B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to li ability arising out of work or
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operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant ’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide an endorsement that they are not subject to cancellation without thirty (30) days’ prior written notice to the City or ten (10) days’ prior written notice for non-payment of premium.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
The City may require the Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City. Such insurers shall be licensed to provide insurance under California state law.
Claims Made Policies. For the E&O Insurance Policy and any other insurance providing claims-made coverage (e.g., pollution liability insurance, if applicable):
1. The “Retroactive Date” must be shown, and must be before the Effective Date.
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2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the work required under the Agreement.
3. If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3 ) years after completion of work.
Verification of Coverage
Consultant shall furnish the City with original cert ificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement . All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant ’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Cyber Liability Insurance
Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. City shall inform Consultant if such insurance is required.
Contractors Pollution Liability and/or Asbestos Pollution Liability
If Consultant’s Scope of Services includes the handling or transportation of hazardous materials, Consultant shall maintain pollution liability and/or asbestos pollution liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. City shall inform Consultant if such insurance is required.
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EXHIBIT D
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