DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF EBIX Insurance No. *S200005283
AGREEMENT FOR SERVICES
BETWEEN THE
SANTA CLARA STADIUM AUTHORITY,
AND
GUIDEPOST SOLUTIONS LLC
PREAMBLE
This Agreement is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and Guidepost Solutions LLC, a New York limited liability company, (Contractor). Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. Authority desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of Authority; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between Authority and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Confidentiality Agreement
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with Guidepost Solutions LLC
Rev. 07-01-18
DocuSign Envelope ID: 4841CCBF-A286-4403-A6B6-6B24A0781BEF and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on November 20, 2023 and terminate on November 19, 2024.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, Authority may make corrections or replace materials or services and charge Contractor for the cost incurred by Authority.
5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and Authority expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Ninety-Nine Thousand and Eight Hundred Dollars ($99,800), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials Agreement with Guidepost Solutions LLC
Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A.
B.
C.
Termination for Convenience. Authority shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, Authority may terminate this Agreement immediately upon written notice to Contractor.
Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to Authority all Authority and City of Santa Clara information or material that Contractor has in its possession, in accordance with the terms of the Confidentiality Agreement (Exhibit D).
Upon termination Authority shall pay Contractor for all work completed and accepted (which acceptance shall not be unreasonably withheld) prior to such termination.
8. ASSIGNMENT AND SUBCONTRACTING
Authority and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of Authority. Contractor shall not hire subcontractors without express written permission from Authority, other than with respect to traffic analysis, which the Contractor shall be authorized to hire without further permission form the Authority.
Contractor shall be as fully responsible to Authority for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do Agreement with Guidepost Solutions LLC
Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF not act as agent(s) or employee(s) of Authority. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
The Parties shall execute the Confidentiality Agreement attached hereto as Exhibit D. All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Authority, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services, as set forth in the Confidentiality Agreement.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of Authority. Authority shall not be limited in any way or at any time in its use of said material.
Contractor may only use copies of materials that the Authority has designated as public records. All other materials must be returned to the Authority and City of Santa Clara.
13. RIGHT OF AUTHORITY TO INSPECT RECORDS OF CONTRACTOR Authority, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Authority. Any expenses not so recorded shall be disallowed by Authority. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the Authority.
Contractor shall submit to Authority any and all reports concerning its performance under this Agreement that may be requested by Authority in writing.
Contractor agrees to assist Authority in meeting Authority's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
Agreement with Guidepost Solutions LLC
Rev. 07-01-18
DocuSign Envelope ID: 4841CCBF-A286-4403-A6B6-6B24A0781BEF
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify Authority, its Board, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with any actual or alleged negligent, tortious or otherwise illegal performance of Services by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by Authority connected with the Services. Ultimate financial responsibility for indemnity shall be allocated in accordance with an adjudication allocating fault. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of Authority; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full Authority and Authority's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless Authority for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
D. To the extent permitted by law in no event shall either Party have any liability to the other party for any lost profits or revenues or for any speculative or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to Authority, insurance policies as set forth in Exhibit C.
Agreement with Guidepost Solutions LLC
Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF- A286-440 3-A6B6-6 B24A0781 BEF
16. WAIVER
Contractor agrees that waiver by Authority of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither Authority 's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to Authority addressed as follows:
Santa Clara Stadium Authority
Attention : Executive Director's Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and [email protected]
And to Contractor addressed as follows:
Guidepost Solutions LLC
1130 Connect icut Avenue, Suite 520
Washington , DC 20036
and by e-mail at jhayes@guidepostsolutions .com
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal , state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299 ).
Agreement with Guidepost Solutions LLC
Rev. 07-01 -18
Page6
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no Authority officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise Authority if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF AUTHORITY NAME OR EMBLEM
Contractor shall not use Authority's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of Authority.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Agreement with Guidepost Solutions LLC
Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A686-6824A0781 BEF
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or by other electronic means (including .pdf), shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party hereto shall raise the use of a facsimile machine or by other electronic means (including .pdf) to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or by other electronic means (including .pdf) as a defense to the formation of a contract and each such party forever waives any such defense.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives .
Approved as to Form:
SANT A CLARA STADIUM AUTHORITY
a California Joint Powers Agency
"AUTHORITY"
Executive Director
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
GUIDEPOST SOLUTIONS LLC
a New York limited liability company
Dated:
11/22/2023
------------------
By (Signature): _ ,, f')
1!) o cu SI g n Id ~by: J
Name: -i1-i...-~""'-a..,.e~s-+1-.~>tt,t,""rt .... ljt4""',~"""'y""'•,.,...· --------- _.__*~eefS"'6,t,e~2::-: ... ------------
VP Sports, Entertainment and Government
Title: Affairs
Principal Place of 1130 Connecticut Avenue, Suite 520
Business Address: Washington, DC 20036
Email Address: [email protected]
Agreement with Guidepost Solutions LLC
Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF Telephone: (949) 378-2766
Fax: ) --'----'--------------------
Agreement with Guidepost Solutions LLC
Rev. 07-01-18
"CONTRACTOR"
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the Authority by the Contractor under this Agreement are set forth below.
The Contractor will perform the tasks listed below and prepare reports that summarizes the assessments and makes recommendations for improvements to the Executive Director of the Stadium Authority. The Contractor will provide the Stadium Authority with an initial draft of findings and preliminary recommendations after the Contractor completes its interviews with representatives from involved parties and attends two NFL games during the 2023 NFL Season at Levi's Stadium (August 2023 through January 2024). Following the 2023 NFL Season, the Contractor will confer with public safety officials, the Stadium Authority, and the Forty Niners Stadium Management Company LLC (Stadium Manager) on Contractor's initial findings and recommendations. The Contractor will provide the Stadium Authority and Stadium Manager with a final report after attending at least two Non-NFL Events at Levi's Stadium in early 2024.
Due to the security aspects of the assessments, the Contractor will prepare two versions of the final report: A version that contains general information that can be shared publicly without compromising public safety and security procedures and a separate confidential version that contains detailed information concerning assessments and recommendations related to sensitive public safety and security operations. The Contractor will present its final findings and recommendations to the Santa Clara Stadium Authority Board at a public meeting.
Contractor shall perform the following tasks:
1. Interviews with Involved Parties
a. Meet with representatives from Santa Clara Police Department, Stadium Manager, and Levi's Stadium security staff for the purpose of performing the tasks outlined under Exhibit A - Section 3 (Security Screening, Event Entry, and Crowd Management) and Exhibit A - Section 4 (Neighborhood Impacts).
2. Levi's Stadium Events
a. Attend two NFL events during the 2023 NFL Season and two major Non NFL events at Levi's Stadium in 2024 for the purpose of performing the tasks outlined under Exhibit A - Section 3 (Security Screening, Event Entry, and Crowd Management) and Exhibit A - Section 4 (Neighborhood Impacts).
3. Security Screening, Event Entry, and Crowd Management a. Evaluate and analyze crowd ingress and egress procedures, including fan messaging, fan movement to entry points, fan queuing, fan security Agreement with Guidepost Solutions LLC/Exhibit A-Scope of Services Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF screening, and ticket scanning. This may include a review of operational plans as well as coordination and cooperation between public and private working groups.
b. Compare existing ingress and egress procedures and protocols with best practices and successful solutions employed by NFL stadiums and other venues that host major events including NFL games, international sporting matches, and concerts.
c. Evaluate and assess how current security operations align with Department of Homeland Security SAFETY Act and other stadium best practices.
d. Develop long term-solutions and recommendations to improve fan ingress and egress to ensure safe events at Levi's Stadium with positive experience for fans.
4. Neighborhood Impacts
a. Evaluate and analyze existing impacts to neighborhoods and businesses surrounding Levi's Stadium during major events.
b. Evaluate and analyze existing protocols and procedures for mitigating traffic congestion, tailgating, mobile vendors, ride share, and other associated impacts from fan presence adjacent to Levi's Stadium. This may include review of Levi's Stadium Transportation Management and Operations Plan, Public Safety Plan, and/or other operational plans. c. Compare existing procedures and protocols with best practices and successful solutions employed by NFL stadiums and other venues that have residential and business communities adjacent to the venue that host major events including NFL games, international sporting matches, and concerts.
d. Develop long term-solutions and recommendations to further mitigate event impacts to residential and business communities adjacent to Levi's Stadium.
Agreement with Guidepost Solutions LLC/Exhibit A-Scope of Services Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
EXHIBIT B
SCHEDULE OF FEES
Contractor will bill Authority on a monthly basis for Services provided by Contractor and any Reimbursable Expenses incurred during the preceding month on an invoice and in a format approved by Authority and subject to verification and approval by Authority.
The Services are outlined under Exhibit B - Table 1 and will be billed monthly on based on the hours expended by labor category as outlined under Exhibit B - Table 2.
Reimbursable Expenses include items such as travel expenses (mileage and meals), copy and blueprint services , overnight delivery service, and special project insurance requirements, if required, at customary and reasonable costs. Reimbursable Expenses will be billed at actual costs with supporting documentation and will not include ordinary overhead expenses, or any other expenses not directly related to the project. If any additional services beyond what is described under Exhibit A - Scope of Services, the Contractor may charge the applicable rates outlined under Exhibit B - Table 2.
Authority will pay Contractor within thirty (30) days of Authority 's receipt of an approved invoice.
Table 1. Estimated Breakdown of Compensation by Phase
Phase Of Work Roles Per Phase Hours
Per Role
Kickoff Meeting+ Logistics Principal 5
Senior Consultant 4
Subject Matter Expert 2
Associate 4
(Subconsultants)
Data Gathering Principal 4
Senior Consultant 8
Subject Matter Expert 4
Associate 2
(Subconsultants)
Stakeholder Interviews Principal 8
Senior Consultant 45
Associate 24
(Subconsultants)
Stakeholder Survey Subject Matter Expert 12
NFL Site Visits Principal 15
Senior Consultant 15
Associate 15
(Subconsultants)
Agreement with Guidepost Solutions LLC/Exhibit 8-Schedule of Fees Rev. 07-01-18
Average Fee By
Hourly Rate Phase
$225.00 $3,375.00
$225.00 $4,050.00
$200.00 $15,400.00
$250.00 $3,000.00
$216.67 $9,750.00
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6824A0781BEF Table 1. Estimated Breakdown of Compensation by Phase
Initial Draft of Findings Principal 4 $215.00
Senior Consultant 24
Subject Matter Expert 8
Associate 4
(Subconsultants)
Non-NFL Site Visits Principal 15 $241.67
Senior Consultant 15
Subject Matter Expert 15
Report Development Principal 8 $215.63
Senior Consultant 36
Subject Matter Expert 12
Associate 8
(Subconsultants)
Public Board Meeting Principal 2 $237.50
Senior Consultant 2
Sub-Total
Estimated Expenses
Total Estimated Compensation+
Expenses
Agreement with Guidepost Solutions LLC/Exhibit B-Schedule of Fees Rev. 07-01-18
$8,600.00
$10,875.00
$13,800.00
$950 .00
$69,800.00
$30,000 .00
$99,800.00
DocuSign Envelop e ID: 4841 CC BF-A286 -4403-A6B6 -6B24A0781 BEF Table 2. Hourly Rates
GUIDEPOST SERVICE LINES 2023 STANDARD
RATES
Desian Services: (Low voltage design and engineering of security systems, audio visual, infrastructure, network, and fire life safety systems, etc.) Principal / Project Lead $275
Senior Consultant/ Senior Project Manager/ Professional Engineer $250 Consultant/ Project Manager/ Technology Designer $185
Associate $175
BIM / REVIT Coordinator $140
Subject Matter Expert - Advisory (Security/ AV/ Fire / TEL) $225 Phvsical Securitv Consultina Services: (Security program evaluation, assessments, technology evaluation, GSOC planning, operational policies & procedures, contract security consulting, master planning, etc.)
Principal / Project Lead $275
Senior Consultant/ Project Manager $250
Consultant $200
!Associate $175
Subject Matter Expert - Advisory (Risk/ Operations/ Technology/ CPTED) $250 Risk & Emeraencv Manaaement Services: (Emergency action plans, crisis management , business continuity, high risk termination support, sensitive risk & threat assessments, behavior assessments, threat profile analysis)
Principal / Project Lead
Senior Consultant/ Manager
Consultant
!Associate
Subject Matter Expert - Advisory (Risk/ Operations/ Technology) Subject Matter Expert - Incident Response
Specialtv Rates: (Unique offerings)
Social Media Monitoring/ Analyst
Law Enforcement Liaison
Subject Matter Expert - Advisory (Executive Protection) Agreement with Guidepost Solutions LLC/Exhibit B-Schedule of Fees Rev. 07-01-18
$275
$250
$200
$175
$250
$350
$200
$300
$300
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
EXHIBIT C
INSURANCE REQUIREMENTS
* Without limiting the Contractor's indemnification of the Authority, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$2,000,000 general aggregate
$2,000,000 products/completed operations aggregate
$1,000,000 personal injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01, with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with Guidepost Solutions LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the Santa Clara Stadium Authority, its governing board, subordinate boards, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the Stadium Authority Counsel's Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be · part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. Santa Clara Stadium Authority, its governing board, subordinate boards, commissions, officers, employees, volunteers and agents ("Indemnified Parties") are hereby added as additional insureds in respect to liability arising out of Contractor's work for Authority, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with Guidepost Solutions LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to Authority at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to Authority at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and Authority agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by Authority, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to Authority for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Authority or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to Authority. It is not the intent of Authority to reimburse any third party for the cost of complying with these requirements. There shall Agreement with Guidepost Solutions LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF be no recourse against Authority for payment of premiums or other amounts with respect thereto.
3. The Authority reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to Authority and as described in this Agreement. Contractor shall file with the Authority all certificates and endorsements for the required insurance policies for Authority's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to Authority, or its representative as set forth below, at or prior to execution of this Agreement.
Upon Authority's request, Contractor shall submit to Authority copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to Authority pursuant to this Agreement shall be mailed to:
EBIX Inc.
Santa Clara Stadium Authority
P.O. Box 100085- S2 or 1 EbixWay
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the Authority or its insurance compliance representatives.
Agreement with Guidepost Solutions LLC/Exhibit C-lnsurance Requirements Rev. 07-01-18
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
PREAMBLE
EXHIBIT D
SANTA CLARA STADIUM AUTHORITY
AND
CITY OF SANTA CLARA, CALIFORNIA
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is by and between Guidepost Solutions LLC, a New York limited liability company, with its principal place of business located at 1130 Connecticut Avenue, Suite 520, Washington, DC 20036 ("Counterparty"), Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code ("Authority"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). Authority, City and Counterparty may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. Counterparty and the Authority have agreed to enter into an Agreement for Services to analyze and prepare report(s) addressing 1) staffing procedures and protocols related to Levi's Stadium ticketing and security screening areas and 2) event impacts to neighboring communities, and make recommendations as needed to provide short and long term solutions that can be implemented for major events at Levi's Stadium;
B. To complete the Scope of Services outlined under the Agreement for Services, Counterparty, the Authority, and the City (the "Parties") will enter into discussions concerning confidential and sensitive security procedures at Levi's Stadium and the surrounding neighborhood ("Transaction");
C. It is anticipated that all materials, documents and information (including meetings and discussions) concerning the Transaction may be exchanged and shared by the Parties and are confidential ("Confidential Information"); and, D. The Parties desire to have any such Confidential Information kept in the strictest confidence and maintain their respective rights without making the Confidential Information general public or common knowledge.
The Parties agree as follows:
AGREEMENT PROVISIONS
1. DEFINITIONS.
As used herein, the following terms have the following meanings.
A. Confidential Information means information which is of a non-public, proprietary or confidential nature belonging to the Disclosing Party, Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF including without limitation, all personnel/staffing data and plans, operational materials, and other public safety sensitive information, reports and analyses, technical and economic data, studies, forecasts, trade secrets, research or business strategies, financial or contractual information, rates, certain sales market information, research, developmental, engineering, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, know-how, and computer programming or other written or oral information. Confidential Information may be in any form whatsoever, including without limitation writings, recordings, electronic or oral data, computer programs, logic diagrams, component specifications, drawings or other media.
B. Disclosing Party is the Party to whom the Confidential Information originally belongs and who (after appropriate notice) shall bear the burden of pursuing legal remedies to retain confidentiality as set forth below in paragraphs 2E and 7.
C. Receiving Party is the Party to this Agreement who receives information designated as Confidential Information by the Disclosing Party.
2. EXCEPTIONS.
The Parties to this Agreement agree to maintain as confidential, to the extent permitted by law, all Confidential Information. Notwithstanding the foregoing and the provisions of paragraph 1, the term Confidential Information shall not include (and neither Party shall be under any obligation to maintain in confidence or not use) any information (or any portion thereof) disclosed to it by the other Party to the extent that such information:
A. is in the public domain at the time of disclosure; or B. at the time of or following disclosure, becomes generally known or available through no act or omission on the part of the Receiving Party; or C. is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or
D. is independently developed by the Receiving Party without violating any of its obligations under this Agreement; or
E. is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been given to the Disclosing Party and that the Disclosing Party shall be afforded the opportunity (consistent with the legal obligations of the Receiving Party) to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with paragraph 7 below.
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF Specific information shall not be within the exceptions of sub-part 2A to 2E above merely because it is embraced by more general information within such exceptions.
3. USE OF CONFIDENTIAL INFORMATION.
The Confidential Information (i) may be used by the Receiving Party solely in connection with performing the tasks required under the Agreement and (ii) will be kept confidential and not disclosed by the Receiving Party to any other person, except that Confidential Information may be disclosed to any of the Receiving Party's employees or consultants (collectively, its "Representatives") who require access to such information in connection with performing the tasks under the Agreement between the Parties. Each of the Parties agrees that any of its Representatives to whom Confidential Information is disclosed will be provided with a copy of this Agreement and will sign an acknowledgement of their responsibilities hereunder (Exhibit A). Each Party shall be responsible for any use of Confidential Information by any of its Representatives.
4. INFORMATION SECURITY
Receiving Party shall implement robust physical and electronic security measures which are regularly tested, audited, and updated, to protect the Confidential Information. This shall include systems for limitation of physical and electronic access on a need-to-know basis, and secure storage and transmission of both physical and electronic files. This shall also include systems and processes in place to monitor and detect unauthorized disclosures of Confidential Information, contingency plans and procedures to address any leaks/intrusions that are detected, and notification of potential data breach. These data security measures shall be in compliance with NIST 800-171, and preferably NIST 800- 172. It is also preferable that the vendor can demonstrate SOC2 and/or ISO 27001 compliance for their organization.
5. RIGHTS TO CONFIDENTIAL INFORMATION.
The parties agree that (i) all rights to Confidential Information disclosed pursuant to this Confidentiality Agreement are reserved to the Disclosing Party; (ii) nothing in this Confidentiality Agreement shall diminish or restrict in any way the rights that each Party has to market, lease, sell, or otherwise make available its own products and services to any other customer or third party; and (iii) no license or conveyance or any rights under any discoveries, inventions, or patents is granted or implied by either Party to the other.
6. TERM.
This Confidentiality Agreement shall commence as of the Effective Date of the Agreement and may be terminated by either Party on thirty (30) days prior written notice with respect to subsequent disclosures. The obligation to maintain the confidentiality of Confidential Information in Receiving Party's possession shall not expire.
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
OocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
7. NO OBLIGATION TO DISCLOSE.
Nothing in this Agreement shall obligate either Party to disclose specific Confidential Information, which disclosure shall be at the Disclosing Party's sole discretion.
8. PUBLIC RECORDS ACT.
Counterparty acknowledges that City and Authority are public agencies subject to the requirements of the California Public Records Act. City and Authority acknowledge that Counterparty may submit information to them that Counterparty considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code section 7920.000, et seq.). Counterparty acknowledges that City and Authority may submit to Counterparty information that they consider confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. Upon request or demand of any third person or entity not a party to this Agreement ("Requester'') for production, inspection and/or copying of information designated by a Disclosing Party as Confidential Information, the Receiving Party as soon practical but within three (3) days of receipt of the request, shall notify the Disclosing Party that such request has been made, either by telephone call or electronic mail. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requester by the Receiving Party. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requester's demand and is not required to defend against it.
9. LIABILITY & INDEMNITY.
Receiving Party shall cooperate with the Disclosing Party in any efforts to prevent release of the Confidential Information. Each Party to this Agreement expressly acknowledges and agrees that breach of this Agreement would constitute or cause irreparable harm such that performance of this Agreement may be specifically ordered, and each Party to this Agreement has the right to enjoin the other to obtain specific performance of the rights, duties, and responsibilities contained herein. Receiving Party shall be liable to Disclosing Party for any liabilities, losses, damages, costs and expenses, including reasonable attorney's fees, resulting from any unauthorized disclosure of Confidential Information by Receiving Party or its Representatives and/or incurred in enforcing this Agreement. Receiving Party agrees to indemnify, defend and save harmless Disclosing Party from any and all third party claims, costs (including without limitation reasonable attorneys' fees}, and losses arising in any way as a result of a violation of this Agreement by Receiving Party or its Representatives.
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
DocuSign Envelope ID: 4841 CCBF-A286-4403-A686-6824A0781 BEF
10. RETURN OF CONFIDENTIAL INFORMATION.
While this Agreement remains in effect, and for a period of ninety (90) days after termination, upon a Disclosing Party's request, the Receiving Party agrees to return to the Disclosing Party all Confidential Information in all forms.
Alternatively, at the Disclosing Party's discretion, Receiving Party may provide an officer's certificate certifying that all Confidential Information in all forms (hard copy and electronic versions included) has been destroyed, as promptly as practicable, but in all cases within thirty (30) days of the date of the request, all Confidential Information provided to the Receiving Party, including all copies of such Confidential Information, notes or other documents with respect to or reflecting such Confidential Information and materials derived from such Confidential Information in its possession or in the possession of its Representatives.
11. ENTIRE AGREEMENT.
This Agreement embodies all of the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writings between them as to confidentiality of information other than as expressly provided in this Agreement, or as duly set forth subsequent to the date hereof in writing and signed by both Parties. This Agreement may not be assigned by either Party without the prior written consent of the other Party except in connection with the sale of all or substantially all of the business or assets of the assigning Party.
12. AUTHORITY.
Each Party represents and warrants to the other Party that it has the full unrestricted authority to disclose its Confidential Information and to discuss or enter into a Contract without breaching any agreement or commitment with another party(ies) which would prohibit such discussions, disclosure or Contract.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California excluding its conflict of law rules. State and federal courts situated in the State of California shall have exclusive jurisdiction to resolve any disputes with respect to this agreement or the Confidential Information with each party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information.
14. SEVERABILITY.
The provisions of this Agreement are severable, and if any one or more of such provisions is determined to be judicially unenforceable, the remaining provisions shall nevertheless be binding and enforceable.
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
DocuSign Envelope ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
15. INDEPENDENT CONTRACTOR.
The Parties acknowledge that no agency, joint or other fiduciary relationship shall be deemed to exist or arise with respect to the matters addressed in this Agreement.
16. NO FURTHER AGREEMENTS HEREUNDER.
Neither Counterparty, Authority nor City or any parent, subsidiary or affiliate thereof, shall be under any obligation to enter into any further agreements with the other signatory to this Agreement or its parents, subsidiaries or affiliates of any nature whatsoever as a result of this Agreement. The Parties shall be free at all times to hold negotiations or enter into agreements with any other persons whatsoever (including with respect to projects under discussion by the Parties) in addition to or in lieu of the discussions hereunder and any such activities shall not be a breach of this Agreement or any obligations owed to the other Party hereunder. Each Party reserves the right, in its sole discretion, to decline and make, to retract or to reject at any time any proposal which has not yet become legally binding by execution of a written agreement between the Parties with respect thereto or with respect to any further agreements or business arrangements with the other Party, its parents, subsidiaries or affiliates and to terminate all further discussions and negotiations.
17. AMENDMENT.
This Agreement may not be modified, amended or waived except by a written instrument duly executed by both Parties.
18. WAIVER.
No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
19. ASSIGNMENT.
This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties.
20. HEADINGS.
The headings used herein are for aid in reference only and shall not be used to interpret the substantive portions of this Agreement.
[Continued on page 11]
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
OocuSign Envelop e ID: 4841 CCBF- A286-4403-A6B6-682 4A07 81 BEF This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument ; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives . The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date .
APPROVED AS TO FORM:
SANTA CLARA STADIUM AUTHORITY
a California Joint Powers Agency
Dated: 11/tt/~
~ ut· irector
==u=ty
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241 -6771
"AUTHORITY"
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
"CITY"
it ag
Ity of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
DocuSign Envelop e ID: 4841 CCBF-A286-4403-A6B6-6B24A0781 BEF
GUIDEPOST SOLUTIONS LLC
a New York limited liability company
Dated: 11;22;2023
By: ==rr:s=~=lgn•:d\f=. ~=~="-1=1)=. - ----
(Sig~ .. cOl.<fleFSOn executing the Agreement on
behalf of Counterparty)
Name: _Ji_m_H_a__,,__y_e_s _________ _______ _
Title: VP Sports, Entertainment and Government Affairs
Local 1130 Connecticut Avenue, Suite 520
Address: Washington, DC 20036
Email
Address: JHayes@guidepostsolutions .com
Telephone: (949) 378-2766
Fax: ~ _ ____,_ __________ ____ ___ _
"COUNTERPARTY"
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15
EXHIBIT A
ACKNOWLEDGEMENT BY REPRESENTATIVES OF RECEIVING PARTY
I, [NAME], acknowledge and understand that [RECEIVING PARTY] has designated me as its Representative who requires access to Confidential Information in connection with performing the work or services [RECEIVING PARTY] is obligated to perform under its Agreement for Services with the Santa Clara Stadium Authority. My agreement to the terms of this Acknowledgement and the associated Confidentiality Agreement are a necessary prerequisite to my access to the Confidential Information. I acknowledge and understand that my receipt of, access to, use of, and handling of, Confidential Information is subject to the terms of the Confidentiality Agreement between the Parties.
I have received a copy of the Confidentiality Agreement together with this Acknowledgement, and I have read and understood my responsibilities under the Confidentiality Agreement.
I acknowledge and agree that I am bound by the terms of the Confidentiality Agreement.
Date: --------
Printed Name: ----------------
Signature: _________________ _
Agreement with Guidepost Solutions LLC/Exhibit D-Confidentiality Agreement Rev. 02/01/15