Burbank City Council
July 29, 2025

ATTACHMENT 3 – PAGE 1

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PROFESSIONAL SERVICES AGREEMENT

by and between

THE CITY OF BURBANK

and

MOCA SYSTEMS, INC.

dated as of August 1, 2025

ATTACHMENT 3 – PAGE 2

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PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), is made and entered into this 1st day of August, 2025 (the “Effective Date”), by and between THE CITY OF BURBANK, a municipal corporation (the “City”) and MOCA SYSTEMS, INC. (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”), as may be further refined through subsequent Task Orders executed by the Parties in a form substantially similar to the form included in Exhibit D to this Agreement. Each completed Task Order shall be attached and incorporated by reference into this Agreement as “Exhibit D-[insert Task Order Number]”. 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.

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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, 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, 2030; 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 City 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 final 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 $5,317,061 (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).

3.1 If this Agreement has been directly approved by the City Council, the City ATTACHMENT 3 – PAGE 4

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Council hereby authorizes the Designated Official to increase the Cost of Services in an amount not to exceed $1,063,412.

4.0 Personnel.

4.1 The staff person designated by Consultant to be the primary point of contact (the “Representative”) for day-to-day performance of this Agreement shall be:

David Hart
Executive Vice President
400 Spectrum Center Drive, Suite 1900
Irvine, CA 92618
(801) 893 - 3942
[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 with, 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 coordination 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:

Eric Lashley
Library Services Director
110 N. Glenoaks Blvd.

Burbank, CA 91502
(818) 238-5551
[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 Library Services Director, Eric ATTACHMENT 3 – PAGE 5

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Lashley (the “Designated Official”) to handle such matters. (818) 238-5551
[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 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 acceptance 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 expressly 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 ATTACHMENT 3 – PAGE 6

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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.

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, copyright, 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, expert 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 comply 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 ATTACHMENT 3 – PAGE 7

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shall be withheld from any funds due to Consultant hereunder or charged to Consultant with such amounts 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.

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 City 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 Agreement, 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.

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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 “trade secrets” when it is necessary for Consultant to perform its obligations pursuant to this Agreement. If Consultant 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 confidentiality 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 “protected 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 constitute, 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 ATTACHMENT 3 – PAGE 9

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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 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 Form to Consultant and Consultant shall deliver a completed registration form to the City.

Consultant acknowledges that this form is necessary for the City to 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, ATTACHMENT 3 – PAGE 10

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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 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 such 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 affect 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 and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of ATTACHMENT 3 – PAGE 11

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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 purposes of providing a public benefit and not strictly for or against any Party. No verbal 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 Consultant 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 the 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 counterpart.

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”) ATTACHMENT 3 – PAGE 12

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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.

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
Library Services Dept.

Attention: Eric Lashley
110 N. Glenoaks Blvd.

Burbank, CA 91502
[email protected]

With a copy to:

The City of Burbank
Public Works Dept.

Attention: Ken Berkman
150 N. Third St., Burbank, CA 91502
[email protected]

TO CONSULTANT:

MOCA Systems, Inc.

Attention: David Hart
400 Spectrum Center Drive, Suite 1900
Irvine, CA 92618
[email protected]
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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 which it is to receive notices by so advising the other Party in writing.

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 noted 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 interest 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 by 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 City within ten (10) days of establishing same, which shall allow City at any time with the ability to access, utilize and maintain the social media account or electronic on-line platform, should City choose to do so. In any event, upon the conclusion of Consultant’s services, ATTACHMENT 3 – PAGE 14

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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 subconsultant working on behalf of the 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 requirements 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.

[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"
MOCA Systems, Inc.

"CITY"
City of Burbank

Signature Signature

Eric Lashley
Name (Please Print) Name (Please Print)

Library Services Director
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 Kimberley Clark, City Clerk

Approved as to Form
Burbank City Attorney’s Office

By:

Lisa Kurihara
Senior Assistant City Attorney

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EXHIBIT A

SCOPE OF SERVICES

Consultant (also referred to as “MOCA”) shall perform the following services for the benefit of the City (also referred to as “Owner”). All deliverables provided under this Agreement shall be in form and substance reasonably satisfactory to City.

PHASE 1 - PROJECT DEFINITION AND PROCUREMENT OF PROGRESSIVE

DESIGN-BUILD SERVICES
61 WEEKS DURATION (14 MONTHS) | SEPTEMBER 1, 2025 – OCTOBER 30, 2026

 Throughout the duration of Phase 1, facilitate recurring weekly coordination meetings (virtual) with the City. During Tasks 1.1, 1.2 and 1.3, every other week the recurring meeting will be held in-person at City offices.

Task 1.1 - Project Kick-Off and Review of Existing Documentation 2 Weeks

 Facilitate initial in-person project kick-off meeting with City project leadership, MOCA and all subconsultants.
 Review existing project documentation, public presentation materials, and the Building Forward Grant from the California State Library, and summarize findings.  Review applicable rules and regulations affecting available procurement methods and any policies affecting the use of funding and financing sources, including budgets, credit ratings, debt policies, value capture policies, and district formation manuals, as well as any applicable standards and manuals affecting the maintenance and operations of City assets.
 Identify project stakeholders and team member responsibilities, and create project contact list.
 Formulate initial project schedule.
 Identify owner items to be performed during the project definition phase, including but not limited to site surveys, geotechnical investigations, and similar investigations required for the project.

Task 1.1 Deliverables:
 Meeting Minutes
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Subconsultants: Dharam Consulting, HR&A, The Robert Group, Farnsworth Group, Inc.

Task 1.2 - Visioning Workshop
2 Weeks

 Upon completion of Task 1.1 - Project Kick-Off and Review of Existing Documentation, facilitate an in-person visioning session, which will establish the City's goals and requirements.
 Collaborate with the City to get an understanding of important issues and all key stakeholders.
 Develop preliminary guiding principles, guidelines and imperatives.

Task 1.2 Deliverables:
 Summarize findings into a Visioning Workshop report including preliminary guiding principles, guidelines and imperatives.
 Meeting Minutes

Subconsultants: Dharam Consulting, HR&A, The Robert Group, Farnsworth Group, Inc.

Task 1.3 - Project Definition
26 Weeks

 Upon completion of Task 1.2 - Visioning Workshop, Project Definition collaboration will commence with the City, to clearly define the project vision, scope, schedule, and budget which will be incorporated into a Comprehensive Implementation Plan (CIP).
 Develop CIP:
o Establish the project milestones, major activities, schedule, and City financing efforts.
o Identify the implementation sequence.
o Develop the overall budget including construction (hard costs) and Owner costs (soft costs).

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o Establish the target Fixed Limit of Construction Cost (FLCC). o Finalize and expand upon the project guiding principles, guidelines and imperatives.
o Develop architectural program identifying spaces, needs, and square footage of the new library, city offices, parking requirements, and civic center plaza.
o Interview stakeholders and user groups to confirm high-level project program, and develop detailed requirements for each proposed space and program type within the project.
o Develop program blocking and stacking to confirm adjacencies, relationships, and floor plate sizes.
o Site and context analysis to determine important considerations for site planning, building massing and building footprints.
o Develop multiple site test fit options inclusive of massing, program, parking and circulation.
o Evaluate budgetary implications of test fit and sequencing options. o Construct preliminary cost model template using historical data combined with actual program and basic project statistics (such as story count, exterior cladding area, building footprint area, etc.)
o Share preliminary cost model and convene meetings to review programmatic and performance requirements, which must be translated into a more precise and tailored cost model.
o Test, set and propose cost limits for individual building systems, which combine to match overall fixed limit of construction cost (FLCC) and quality target, to the City for approval.
o Develop studies and diagrams to assist in the development of the City’s vision for the project. Collaborate with the City to define the Governance Structure for the project.
 Lead and/or attend project presentations for city council or other required in- person meetings as needed. Develop necessary documentation and attachments for meeting agenda items.

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 Support owner-hired CEQA/EIR consultant by providing supporting information, documents and imagery.
 Manage owner-hired consultants such as the Civil Engineer and Geotechnical Engineer to conduct site survey (aerial, topographic, boundary and utility), geotechnical investigation, and other required reports for the project.  With the City, visit other libraries within Southern California benchmarking.  Community Engagement Plan and Collateral Material Development (Led by The Robert Group)
o Develop a comprehensive Community Engagement Plan that will provide a strategic blueprint for engaging communities surrounding the library site and throughout the City, as well as key groups and interested parties on the project. The Community Engagement Plan will take into consideration and expand upon community engagement performed to-date. o Deliver a systematic and milestone driven approach to the outreach effort while building in flexibility, innovation (especially as it relates to hard-to- reach and disadvantaged populations) and sensitivity to language needs. o The Community Engagement Plan will:
 Encompass the techniques that can be taken to notify, educate and engage local jurisdictions, community members and other interested committees, commissions, boards, groups and
individuals.
 Detail how public input should be documented, evaluated, and incorporated into the decision-making process as the questions, concerns, creative ideas and needs of community members will inform the designs and understand community needs.
 Provide recommendations about the format of meetings, workshops and events, and list opportunities for the team to attend meetings of other involved organizations, strategies for questionnaire development and distribution.
 Provide suggestions on innovative approaches to enhance the outreach effort, especially where it will boost participation from mono-lingual and bi-lingual populations and through a variety of communications methods.

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o Develop content that can help educate and inform the community, including residents, businesses, library users, elected officials and key groups on future outreach opportunities and engagement. All materials will be translated in Spanish and Armenian.
 Funding and Finance Assessment (Led by HR&A in partnership with a municipal finance advisor). A comprehensive screening and prioritization of funding and financing sources. The assessment will include:
o Evaluation of the City’s financial strategy, including:
 Strategic use of reserves and general fund resources
 Alignment with past plans and the Building Forward grant  Long-term financial sustainability of the project
o The assessment of sources of funding will include local sources (cash in hand), grants, real estate leases and/or disposition of publicly owned property, value capture mechanisms, naming rights and sponsorships, and other public sources.
o For each source Consultant will assess timing of availability, magnitude of potential funding, likelihood of securing funds, ease of implementation, regulatory or legal constraints, and bankability of source. o The assessment of sources of financing will include revenue bonds, certificates of participation, general obligation bonds, lease revenue bonds, special district financing (CFDs, EIFDs, CRDs, etc.), and state or federal loan programs (IBank, etc.).
o For each source assess availability and eligibility, efficiency and suitability, timeline for deployment, cost of capital, support for upfront capital and/or ongoing operations, and any voter approval required.
o For the prioritized sources of funding and financing, provide recommendations for structuring and a roadmap for implementation, including additional tasks, analyses, or assessments that may be required in future phases
 Commissioning Owner's Project/Program Requirements (Led by Farnsworth Group, Inc.)
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o Through a series of workshops, meetings, and interviews of pertinent Stakeholders develop the Commissioning Owner's Project Requirements including planning, research, and review of applicable project commissioning design items.
o Define and document Project/Program success criteria related to functionality, performance, cost, schedule, sustainability, and other relevant aspects of the project.

Task 1.3 Deliverables:

 At the completion of Project Definition, deliver the following project definition and alignment documents:
o Comprehensive Implementation Plan
o Community Engagement Plan and related Collateral Material o Funding and Finance Assessment Plan
o Commissioning Owner’s Project/Program Requirements (OPR)  Monthly Project Progress Report
 Meeting Minutes
 Meeting Agenda Materials as may be needed for project presentations at in- person meetings

Subconsultants: Dharam Consulting, HR&A, The Robert Group, Farnsworth Group, Inc.

Task 1.4 - Community Engagement (Led by The Robert Group) 12 Weeks – Upon completion and adoption of the Community Engagement Plan

 Lead community engagement process including:
o Community Open House (up to 3 events)
o Pop-up / Focus Groups / Youth Outreach (up to 6 events) o Design Survey
 Responsible for all logistical tasks and coordination of community events including interpretation in Spanish and Armenian and accessible venues ATTACHMENT 3 – PAGE 22

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o Identify appropriate, accessible meeting locations and testing virtual settings
o Arrangements for interpreters
o Development of meeting notifications for print and electronic delivery (eblasts, social media, web posting, flyer, and poster) o Refreshments
o Arrangements for audio/visual equipment, if needed
o Arrangements for door-to-door canvassing, if needed
 Outreach Summaries and Final Report
o Capture comments received during the project at focus groups, pop-up events, workshops, youth engagement and survey responses, catalogued by name and include pertinent contact information.

Task 1.4 Deliverables:
 Outreach Summaries and Final Report - Capture comments received during the project at focus groups, pop-up events, workshops, youth engagement and survey responses, catalogued by name and include pertinent contact information.  Print/Furnish Community Engagement Collateral Materials

Subconsultants: The Robert Group

Task 1.5 - Preliminary Concept Design to Support Project Definition 8 Weeks – Partially Concurrent with Task 1.3 – Project Definition

 Advance the project definition work to a preliminary concept design level to capture the vision for the project in conceptual drawings, diagrams and imagery, to support the project description for CEQA review. The preliminary conceptual design package will ensure the necessary required information for the project's environmental review is captured and documented. Additionally, the conceptual work will assist the City in garnering support for the project direction through the City’s Development Oversight Committee, the general public, the City Council, and other key stakeholders. It is not the intent of this phase to provide the final design for the project or replace the work of the Progressive Design-Build (PDB) Team, only to support the public and environmental review process and establish a vision for the library building and civic center plaza.

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 Develop a set of preliminary conceptual drawings to include:
o Conceptual Site Plan (inclusive of curb cuts, setbacks, easements, view corridors, signage locations, etc.)
o Conceptual Landscape Plan (inclusive of intent for the civic plaza, open space, and preliminary planting goals and guidelines)*
o Floor Plans of all levels of the building (plans will show program blocking, building cores, as well as footprint, perimeter, and entries) o Parking Plans (to demonstrate number of stalls and compliance with City of Burbank Zoning Code in dimensions of aisles and stalls) o Sections (to demonstrate floor-to-floor and building height) o Elevations (to demonstrate envelope, massing, articulation, overhangs, signage, and preliminary materiality goals and guidelines) o Project Data including square footage, parking, heights, setbacks, and other key information requested in the EIR process

 Develop diagrams to document environmental review concerns including issues such as vehicular and site circulation, impacts to existing trees, modifications to public right-of-way and public utilities, open space calculations, landscape coverage percentage, massing and articulation envelope, building height, floor- to-floor heights, overhang coverage, views, etc.

 Create watercolor conceptual images to convey a preliminary architectural and landscape concept to the project. The building and site will be rendered to demonstrate preliminary architectural character to ensure the viewer is able to understand the potential project. The watercolors will not be final design of the project nor will the PDB team be expected to follow the design shown in these images.

 Prepare materials for and attend up to two (2) Development Oversight Committee Meetings.

Task 1.5 Deliverables:
 Preliminary Concept Design Package (inclusive of preliminary conceptual drawings, diagrams, and images)
 Meeting Minutes

*Subconsultants: To be determined for Conceptual Landscape Plan

Task 1.6 - Preparation of the RFQ/RFP
Task 1.6a - 6 Weeks RFQ - Concurrent with Task 1.3 - Project Definition Task 1.6b - 6 Weeks RFP – Partially Concurrent with Task 1.3 - Project Definition

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 Prepare the Request for Qualifications/Request for Proposal (RFQ/RFP) for the progressive design-builder, which will include but is not limited to:
o Instructions (RFQ/RFP).
o General description of the project (RFQ/RFP).
o General conditions (RFQ/RFP).
o Meetings and deadlines (RFQ/RFP).
o Respond to Requests for Information (RFI) (RFQ/RFP).
o Required Qualification Information (RFQ).
o Evaluation process, selection procedure, and shortlist notice (RFQ). o Project definition and alignment documents (RFP).
o City-specific procurement elements that may be required by the City’s Purchasing Division.
 Conduct industry day(s) to disseminate project information and garner interest.  Prepare Progressive Design-Build Draft Contract.
 Confirm that all procurement documents and agreements comply with and include applicable grant requirements, as this project is partially funded with grant funding (RFP).

Task 1.6 Deliverables:

All deliverables under Task 1.6 will be prepared in coordination with City’s in-house and/or external legal counsel.
 RFQ and RFP for Progressive Design-Build Team procurement  Draft Contract for Progressive Design-Build Team

Subconsultants: N/A

Task 1.7 - Progressive Design-Build Team Procurement
Task 1.7a - 12 Weeks (RFQ) - Following Completion of Task 1.6a - Preparation of the RFQ
Release RFQ (4-6 Weeks)
Evaluate SOQ's (3 Weeks)
Selection and Notification of Shortlisted Responders (1 Weeks) ATTACHMENT 3 – PAGE 25

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Pre-RFP Release Meeting for Shortlisted Responders (2 Weeks) Task 1.7b - 17 Weeks (RFP) - Following Completion of Task 1.7a - RFQ Release RFP to Shortlisted Responders (4 Weeks)
Evaluation and Interviews (3 Weeks)
Notice of Intent to Award, Negotiation and City Council Recommendation (6 Weeks)
Contract Execution (4 Weeks)

 Participate in review of SOQ’s and proposals (RFQ/RFP).  Facilitate interviews for shortlisted teams (RFP).
 Facilitate negotiation of fees and scope of services (RFP)  Draft final contract for the progressive design-builder in coordination with City’s legal counsel (RFP).
 Assist with notice and City Council award of contract, as needed (RFP).  Debrief and communicate after contract award (RFP).
 Develop and maintain the scoring criteria and record in coordination with City’s Purchasing Division (RFQ/RFP).

Task 1.7 Deliverables:
 Participation in activities noted above resulting in the selection of the Progressive-Design Build Team
 Final Contract for Progressive Design-Build Team
 Monthly Project Progress Report
 Meeting Minutes
Subconsultants: N/A

Phase 1 - Optional Additional Services:

Consultant can perform the below additional services at the request of the City. If requested, Consultant will provide an estimated additional cost including recommending any additional subconsultants required.

 Architectural Project Standards inclusive of massing, articulation, materiality, color schemes and palettes, graphics and wayfinding, spatial quality, lighting ATTACHMENT 3 – PAGE 26

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standards, fixture standards, sustainability, performance, landscape and other important owner requirements*
 Bridging Documents of Parking, Library and Civic Plaza (inclusive of Structural, MEP, Landscape)*
 Detailed Basis of Design and Performance Criteria (inclusive of Structural, MEP, Landscape)*
 Professional Renderings or "Fly Through" Animations*
 Travel beyond Southern California for library benchmarking visits with the City.  Dharam - Life Cycle Cost Analysis to evaluate of long term costs of building and building systems based on up front costs and operational costs over the life of the building*
 HR&A - If after our funding and financing source prioritization the City decides to pursue any tax credits, state funds, or federal grants or loans, HR&A can assist the City in drafting and completing any analyses required for their application*  HR&A - If the City decides to move forward with the formation of a special financing district, the HR&A will be available to support the City in its implementation.*
 HR&A - Detailed Funding and Financing Analysis – Detailed quantitative assessment and financial modeling for any source of funding and financing prioritized during Task 1.3. This detailed analysis can start during Phase 1 after completion of Task 1.3, or during Phase 2.*

*Additional service item would potentially require the involvement of current or new subconsultant(s)

Phase 1 - Exclusions:

 Aerial, Topographical, Boundary, and Utility Site Survey (to be performed by an owner-hired Civil Engineer).
 Geotechnical Investigations (to be performed by an owner-hired Geotechnical Engineer).
 CEQA / Environmental Services (to be performed by an owner-hired Environmental Consultant)
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 Code, Fire Life Safety, and Accessibility Report (to be performed by the progressive design-build team)
 Arborist Services for existing trees (to be performed by owner-hired arborist or progressive design-builder's arborist)
 Any scope of services not explicitly mentioned herein.

PHASE 2 – DESIGN AND PRE-CONSTRUCTION SUPPORT SERVICES
52 WEEKS TOTAL DURATION (12 MONTHS) | NOVEMBER 1, 2026 – OCTOBER 29, 2027
(Phase 2 Scope of Services may be further refined through future Task Orders)

 Throughout duration of Phase 2, facilitate recurring weekly coordination meetings (virtual) with the City of Burbank. Every other week, the recurring meeting will be held in-person at the City of Burbank offices.
 Throughout duration of Phase 2, facilitate recurring weekly coordination meetings (virtual) with the Progressive Design-Build Team.
 Throughout duration of Phase 2, facilitate recurring weekly coordination meetings (virtual) with the City of Burbank and the Progressive Design-Build Team (Pre- Construction Owner-Architect-Contractor Meeting (OAC)). Every other week, the recurring meeting will be held in-person at the City of Burbank offices.

Task 2.1 - Design Scoping Workshops
10 Weeks

 Facilitate series of bi-weekly, 2.5 day, in-person, design scoping workshops inclusive of the City, key users and stakeholders, MOCA, and the Progressive Design-Build team. The goal of the workshops is to collaboratively develop the initial design and approach of the project while maintaining alignment to the original vision and project definition work.
 Develop and organize the design scoping workshops:
o Identify the topics from the design guidelines from the CIP .

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o Collaborate with the City and progressive design-build team to determine the final number and frequency of the workshops.
o Develop a stakeholder invite list.
o Facilitate and manage each workshop and the daily reporting sessions. o Work with the progressive design-builder to develop budget and schedule reporting updates for each workshop.
o Provide a summary following each workshop.
o Release progressive design-build team to move forward with the approved design elements from the workshop.
 At the conclusion of the workshops, the team will have collaboratively produced a concept design that fully aligns the project vision, schedule, budget and scope.

Task 2.1 Deliverables:
 Summary documents of each workshop (in collaboration with the progressive design-build team):
o Preliminary schematic design documents (by PDB Team)
o Preliminary basis of design and criteria documents (by PDB Team)  Meeting Minutes

Subconsultants: Dharam Consulting

Task 2.2 - Design and Pre-Construction Management
42 Weeks - Following completion of Task 2.1 - Design Scoping Workshops

 Require the progressive design build team to provide a set of scope documents outlining the complete scope of the work and a preliminary GMP.  Oversee design development and the development of construction documents.  Facilitate ongoing design collaboration and review meetings.  Confirm compliance with the guiding principles, design guidelines and imperatives, and comprehensive implementation plan.

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 Initiate and maintain schedule and budget status.
 Implement budget and schedule quality assurance and controls.  Review and provide input to the progressive design-builder, including operations and maintenance.
 Report on project schedule and budget during design phases, building upon the workshop budgets and schedules. Deviations from the workshop plans will be reconciled to stay within budget and schedule.
 Coordinate input from the City staff, third party stakeholders, and the public as appropriate.
 Provide cost/benefit analysis and value engineering as needed.  With shared target value design baseline, begin the preparation of milestone cost estimates to report on cost consequences of design options and decisions.  Participate in reconciliations with PDB team estimators and prepare cost responses to cost reduction and value engineering options.  Shadow the preparation of ongoing cost information by the PDB team. Verify cost recommendations and advise on next steps.
 Interrogate cost estimates by discipline or system via local market outreach combined with review of peer projects.
 Manage the process to select and procure furniture vendor. Manage the design team in the selection of furniture to meet the needs of the City.  Commissioning Plan and Reviews (Led by Farnsworth Group, Inc.) o Develop a draft commissioning plan and schedule for the project. o Develop commissioning specifications to detail the responsibility the PDB team will have in participating in the commissioning process and responding to issues.
o Commissioning kick-off meeting
o Basis of Design Reviews
o Design Reviews at milestone documents
o Review of Controls Shop Drawings and As-Built Sequence of Operations ATTACHMENT 3 – PAGE 30

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 Lead and/or attend project presentations for city council or other required in- person meetings as needed. Develop necessary documentation and attachments for meeting agenda items.

Task 2.2 Deliverables:
 Report on the incorporation of guiding principles, design guidelines and imperatives, and comprehensive implementation plan.
 Monthly Project Progress Report
 Meeting Minutes
 Commissioning Plan

Subconsultants: Dharam Consulting

Task 2.3 - Milestone Drawing Set Reviews
Four (4) Milestone Reviews

 Review contract documents (drawings and specifications) at four (4) key milestone delivery dates:
o 50% Scoping Documents (commensurate with approximately 50% Design Development)
o 100% Scoping Documents (commensurate with approximately 25% Construction Documents)
o 75% Construction Documents / Issuance for Permit
o 100% Construction Documents / Issuance for Construction  Review all drawings and specifications via shared collaborative Bluebeam session for:
o Design and functionality.
o Constructability and best practices.
o Alignment with the project definition documents for vision, scope, schedule and budget.

Task 2.3 Deliverables:
 Comments on the milestone contract documents and submissions as noted above
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Subconsultants: N/A

Task 2.4 - Guaranteed Maximum Price (GMP) Review
4 Weeks

 Review the PDB Team's GMP estimate (delivered at approximately 75% Construction Documents) to confirm appropriate assumptions and capturing of scope and design intent.
 Assist the City in presenting the GMP to City Council for review and approval, in coordination with the PDB Team.
 Provide milestone cost estimate simultaneous with the PDB Team's GMP estimate, to compare and report cost deviations.
 Participate in reconciliations with PDB team estimators and prepare cost responses to cost reduction and value engineering options.

Task 2.4 Deliverables:
 Confirm GMP is equal to or below the Fixed Limit of Construction Cost (FLCC)  Reconciliation report
Subconsultants: Dharam Consulting

Phase 2 - Optional Additional Services:

 HR&A (with support from registered municipal finance advisor) could support issuing municipal debt, including:*
o Structuring & Strategy: Advise on optimal bond structure, sizing, and repayment terms aligned with the City’s financial goals and project needs. o Offering Documents & Disclosure: Assist in drafting the Preliminary and Final Official Statements, ensuring regulatory compliance and clear communication to investors.
o Underwriting & Pricing Oversight: Provide independent oversight during underwriting and pricing to ensure competitive rates and favorable market execution.
o Issuance & Post-Issuance Support: Coordinate with legal, financial, and rating agencies throughout the issuance process and support post- issuance compliance and reporting
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Phase 2 - Exclusions:

 3rd Party Review or Formal Peer Review of contract documents (drawings and specifications)
 Coordination with the Authorities Having Jurisdiction (AHJs) – Progressive- Design Build Team has the primary responsibility to coordinate.  Any scope of services not explicitly mentioned herein.

PHASE 3 – CONSTRUCTION SUPPORT SERVICES
104 WEEKS TOTAL DURATION (24 MONTHS) | NOVEMBER 1, 2027 – OCTOBER 26, 2029
(Phase 3 Scope of Services may be further refined through future Task Orders)

 Throughout duration of Phase 3, facilitate recurring weekly coordination meetings (virtual) with the City of Burbank.
 Throughout duration of Phase 3, facilitate recurring weekly coordination meetings (virtual) with the Progressive Design-Build Team.
 Throughout duration of Phase 3, facilitate recurring weekly coordination meetings (in-person) with the City of Burbank and the Progressive Design-Build Team (OAC).

Task 3.1 – Construction Management
94 Weeks

 Administer the general contract for construction.
 Provide stakeholder coordination and general public outreach activities during construction.
 Weekly construction site walks to identify issues or safety concerns to the progressive design-builder.
 Oversee the Progressive Design-Build Team’s quality assurance and quality control procedures.
 Attend key mock-up reviews and provide direction for design, materiality, and craftsmanship corrections.
 Manage the furniture vendor to develop furniture mock-ups and finalize selections.

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 Provide constructability reviews.
 Collaborate with the progressive design-builder to identify construction phasing.

Task 3.1 Deliverables:
 Meeting Minutes (OAC minutes will be performed by the Progressive Design- Build Team)
 Monthly Project Progress Reports
 Regular Field Observation Reports

Subconsultants: N/A

Task 3.2 – Project Controls (Budget and Schedule Monitoring) 94 Weeks – Concurrent with Task 3.1 – Construction Management

 Identify which elements or sequence of events may overlap with other activities to advance the project schedule.
 Budget management and evaluation, and tracking of the Fixed Limit of Construction Cost (FLCC)
 Cost management and evaluation of change management items such as RFI’s, change orders, etc.
 Schedule management including monthly reviews and updates.  Provide evaluations of schedule changes by the contractor to the critical path.  Provide feedback to the progressive design-builder and Owner to maintain schedule.

Task 3.2 Deliverables:
 Schedule review comments
 Budget review comments
Subconsultants: Dharam Consulting

Task 3.3 – Commissioning (Led by Farnsworth Group, Inc.) Concurrent with Tasks 3.1 and 3.4

 Create and maintain a cloud-based Commissioning Issues Log utilizing CxAlloy for real-time updates and reporting of commissioning related Issues ATTACHMENT 3 – PAGE 34

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 Review of outstanding Issues and escalations in periodic Commissioning Meetings
 Review the product submittals; shop drawings; substitution requests; testing, adjusting and balancing (TAB) plan; and trade coordination drawings to verify they meet the project requirements.
 Develop critical MEP and Building Envelop QA/QC construction checklist to transfer the requirements of the contract documents and OPR to the various workers in the field.
 Provide checklists on an “equipment” basis organized and composed in a method to provide verification of each step of installation for a given system or component.
 Review the contractor quality control checklists for completeness in early construction
 Conduct a training session on site with contractors for the construction checklist system prior to distribution of the system.
 An enhanced start-up and initial systems checkout plan will be integrated into the checklist system for major equipment and building systems.  Periodic site visits to verify the contractors are adhering to the OPR, BoD, contract documents and Owner’s standards.
 Architectural thermal, moisture, and air barriers systems included to be commissioned.
 Conduct site observations and report on progress, findings and issues related to enclosure systems.
 Coordinate and witness (but not execute) any envelope testing procedures specified by the A/EoR and design-builder team.
 Review of specified test procedures against ASTM E2813 for consistency with LEED requirements.
 Work with the contractors and the A/E in the development of the functional performance tests procedure (FPTs).
 Review of scoped O&M Manuals to ensure all systems and assemblies are in compliance with contract documents and requirements
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 Manage the TAB scope of work for the HVAC systems and domestic hot water system.
 Coordinating, witnessing, directing and documenting building systems testing in all modes of operation, including full heating, full cooling, redundancy, emergency, standby, alarm, and any other modes that may be required by the project.
 Retesting will be coordinated with the Owner until satisfactory results are achieved.
 Integration between building systems will be tested and BAS trending reviewed to verify performance.
 Completed test plans will be documented to meet Owner and regulatory requirements.
 Issues discovered during testing will be entered into the master issues log, which will be available online for all users throughout the project.  Review the implementation of the training program scheduled and conducted by the contractors to verify it achieves the Owner’s intent and provides sufficient, tailored training for the O&M staff. Attend up to 4 full days on site for the training review.
 Using the O&M information obtained and compiled by the project team, we will review the contents of the systems manual and make recommendations for ease of use, integration with the Owner’s Computerized Maintenance Management System (CMMS), and overall relevance for maintenance operations. This manual will be electronic and constructed to provide the information necessary to re- commission the various systems within the facility.
 Submit a report on the results of the commissioning process.

Task 3.3 – Deliverables:
 Construction Phase Commissioning Kick-off Meeting Agenda/Minutes- one (1)  Construction Phase Commissioning Plan; updates, as required  Submittal Review Reports; as needed
 Construction checklists, training agenda, training record  Meeting agenda, meeting minutes, field observation reports, issues log reports ATTACHMENT 3 – PAGE 36

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 Functional Performance Testing (FPT) procedures for MEP Systems  Cx Issues Log Reports and updates, as needed
 TAB review and comments of TAB Report; field backcheck of TAB Results  Functional Performance Testing Report, Issues Log Report  Training Evaluation Checklists, Issues Log Reports
 Systems Manual
 Final Commissioning Report
Subconsultants: Farnsworth Group, Inc.

Task 3.4 – Project Close-Out
12 Weeks

 Manage the architect and contractor in the development of the punch list and monitor progress in addressing fixes.
 Ensure operational readiness of the new library and applicable open space infrastructure.
 Work with AHJ’s to obtain all permits and occupancy certificates.  Support the transition to the new library.
 Collaborate with the progressive design-builder to ensure accurate as- builts/record drawings are completed.
 Develop a guide for City employees to understand and feel comfortable with the new facility.

Task 3.4 Deliverables:
 Final Project Report
 Employee’s Guide to the New Facility
Subconsultants: N/A

Phase 3 - Optional Additional Services:

Consultant can perform the below additional services at the request of the City. If requested, Consultant will provide an estimated additional cost including recommending any additional subconsultants required.

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 Move-In Coordination
 Warranty Review and 10-Month Warranty Walk*
*Additional service item would potentially require the involvement of current or new subconsultant(s)

Phase 3 - Exclusions:

 Full-time on-site staff representative
 Inspections and Testing
 Hazardous Materials Removal
 Comprehensive Building Operations Manual
 Execution of building enclosure testing (to be procured and executed by PDB Team)
 Significant changes to scope of work or list of systems to be commissioned due to value engineering.
 Commissioning or field observation services related to temporary equipment.

Only systems in the final condition and configuration have been included.  Commissioning services for renewable energy systems are not included.

Add/Alternate proposals and fees can be provided upon request if these systems are included.
 Retesting services for any additional Functional Testing required after one (1) failed Functional Test and one (1) retest. Any subsequent testing will result in back charges to the responsible installing contractor.
 Any scope of services not explicitly mentioned herein.

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 ATTACHMENT 3 – PAGE 38

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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:

□ 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:

Total not-to-exceed cost $5,317,061

COST BREAKDOWN BY DISCIPLINE AND PHASE
[On file in the City Clerk’s Office and the Public Works Department]

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ATTACHMENT 3 – PAGE 40

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CONSULTANT HOURLY RATES
[On file in the City Clerk’s Office and the Public Works Department]

ATTACHMENT 3 – PAGE 41

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SUBCONSULTANT HOURLY RATES
[On file in the City Clerk’s Office and the Public Works Department]

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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 liability arising out of work or ATTACHMENT 3 – PAGE 43

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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 certificates 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-_[Insert Task Order Number]_

TASK ORDER

TASK TITLE: _________________________________

CITY’S PROJECT MANAGER (Requestor): _________________________________

CONSULTANTS PROJECT MANAGER: _________________________________ Key personnel that Consultant will be using for the specific Task:

SUBCONSULTANTS (If applicable):

TASK DESCRIPTION/SCOPE OF SERVICES
Describe services to be performed, including deliverables to be received by City.

1. 2.

SCHEDULE/ DELIVERABLES/ ESTIMATED COST OF SERVICE

Task/Activity Task Duration

Deliverable Deliverable Due

Estimated Cost of Service by Task Est of Hours, and
or Cost of Service

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FEE
Fees are time-and-materials unless otherwise stated and shall be invoiced once a month pursuant to the Agreement.

Consultant shall only proceed with each Task(s) upon a specific Notice to Proceed from the City, authorizing Consultant to conduct each specific Task(s).

Consultant shall only be entitled to payment for services in connection with each phase upon receipt of City’s written Notice to Proceed with such phase.

"CONSULTANT"
MOCA Systems, Inc.

___________________________
Signature

____________________________
Name (please print)

____________________________
Title

"CITY"
City of Burbank

___________________________
Signature

Eric Lashley
Name (please print)

Library Services Director
Title