HomeMy WebLinkAboutThe Broadband Group - 2021-08-04 PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
THE BROADBRAND GROUP
FOR
BROADBAND STRATEGIC GUIDANCE R
HIGH-LEVEL SCENARIO ANALYSIS
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY." and THE BROADBRAND GROUP, hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide broadband
strategic guidance and high-level scenario analysis; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OP SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Jeft'rey M. Reiman who shall represent it and
be its sole contact and agent in at] consultations with CITY during the performance of this
Agreement.
21-9375P60653
05/19-204132 1 of 12
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
3. TERNI: TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on I- Ll . 20 o I (the "Commencement Dale"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than six (6) months from the Commencement Date. The time for performance of the tasks
identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be
amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date. CONSULTANT
shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein. CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "I3," which
is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and
expenses, not to exceed Twenty-Eight Thousand Seven Hundred Forty Dollars (S28,740.00).
5. EXTRA `.'.CORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
21-9375r60658
05/19-204132 2 of 12
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and oil-ice notices.
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents prepared for this project, shall belong to CITY, and CONSULTANT shall turn these
materials over to CITY upon expiration or termination of this Agreement or upon PROJECT
completion, whichever shall occur first. These materials may be used by CITY as it sees fit.
8. HOLD HAR\9LI SS
A. CONSULTANT hereby agrees to protect, defend, indemnil'y and hold
harmless CITY, its ot7icers, elected or appointed officials, employees, agents and volunteers from
and against any and all claims, damages, losses, expenses,judenients, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT'S (or CONSUL.TANT's
subcontractors, if any) negligent (or alleged negligent)performance of this Agreement or its failure
to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers,
agents or employees except such loss or damage which was caused by the sole negligence or willful
misconduct of'CITY. CONSULTANT will conduct all defense at its sole cost and expense and
CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The policy limits
do not act as limitation upon the amount of indemnification to be provided by CONSULTANT.
21-9s75e60658
05/19-204132 3 of 12
B. To the extent that CONSULTANT performs"Design Prol'essional Services' within
the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in
place of subsection A above:
"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and
against any and all claims, damages, losses, expenses, demands and defense costs (including,
without limitation. costs and fees of litigation of every nature or liability of any kind or nature) to
the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to
defend charged to CONSULTANT exceed CONSUL:TANT's proportionate percentage of fault.
However, notwithstanding the previous sentence, in the event one or more other defendants to the
claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution
of the business. CONSULTANT shall meet and confer with CITY and other defendants regarding
unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited
as provided in California Civil Code Section 2782.8.
C. Regardless of whether subparagraph A or 13 applies. CITY shall be reimbursed by
CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation.
'['his indemnity shall apply to all claims and liability regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of indemnification to
be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance
policy covering the work performed by it hereunder. -[ his policy shall provide coverage for
21-9875Q60658
05/19-204132 4 of 12
CONSULTANT's professional liability in an amount not less than One Million Dollars
(S1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not
contain a self-insured retention without the express written consent of CITY; however an insurance
policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made
policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of'the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that might
Live rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is terminated
I'm any reason, CONSULTANT agrees to purchase an extended reporting provision ofat least two
(2) years to report claims arising from work performed in connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid
for its time and materials expended prior to notification of termination. CONSULTANT waives
the right to receive compensation and agrees to indemnify the CITY for any work performed prior
to approval of insurance by the CITY.
z 1-98?5rz60658
05/19-204132 5 of 12
10. CERTIFICATE Of- INSURANCE
Prior to commencing performance of the work hereunder. CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force: and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party. reduced in coverage or in limits except after thirty(30)days'
prior written notice: however, ten (10)days' prior written notice in the event
of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this
Agreement. CITY or its representative shall at all times have the right to demand the original or a
copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the
premiums on the insurance hereinabove required.
11 . INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT
shall secure at its own cost and expense, and be responsible for any and all payment of all taxes.
social security, state disability insurance compensation, unemployment compensation and other
21-9375r60653
05/19-204132 6 of 12
payroll deductions for CONSULTANT and its officers, agents and employees and all business
licenses, if anv, in connection with the PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT 's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by
CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided
herein. In the event of termination, all finished and unfinished documents, exhibits. report, and
evidence prepared for this project shall, at the option of CITY, become its property and shall be
promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the
prior express written consent of CITY. If an assignment, delegation or subcontract is approved,
all approved assignees, delegates and subconsultants must satisfy the insurance requirements as
set forth in Sections 9 and 10 hereinaboye.
lq. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced or prepared for this project or as a result of this Agreement.
15. CITY EMPLOYEES AND OITFICIAI-S
CONSULTANT shall employ no CITY" official nor any regular CITY employee in
the work performed pursuant to this Agreement. No officer or employee of CITY shall have any
21-9375260653
05/19-204132 7 of 12
financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Anv notices, certificates. or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid,
and depositing the same in the United States Postal Service, to the addresses specified below.
CITY and CONSULTANT- may designate different addresses to which subsequent notices.
certificates or other communications will be sent by notifying the other party via personal delivery,
a reputable overnight carrier or U. S. certified mail-return receipt requested:
TO CITY: TO CONSULTANT:
City of Huntington Beach The Broadbrand Group
A-I-TN: hen Dills ATTN: Jeffrey M. Reiman
2000 Main Street 900 S. Pavilion Center Drive, Suite 155
Huntington Beach. CA 92648 Las Vegas, NV 89144
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to any
subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless
in writing and duly executed by both parties.
21-9875060658
05n9-204132 8 of 12
19. SECTION HEADINGS
The titles. captions. section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience ofreference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define. limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this Agreement.
20. INTERPRETATION OP THIS AGREEMENT
The language of' all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning. and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable. void. illegal or invalid. such holding shall not invalidate or affect the retraining
covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent
upon any other unless so expressly provided here. As used in this Agreement, the masculine or
neuter gender and singular or plural number shall be deemed to include the other whenever the
context so indicates or requires. Nothing contained herein shall be construed so as to require the
commission of'any act contrary to law. and wherever there is any conflict between anv provision
contained herein and any present or future statute, law, ordinance or regulation contrary to which
the parties have no right to contract, then the latter shall prevail, and the provision of' this
Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of'which so executed shall, irrespective of
21 9S75/200058
05/19-204132 9 of 12
the date of its execution and delivery. be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for Dull compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provisions of the
United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
Subcontractor work involving legal services. and that such legal services are expressly outside the
scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY: and CITY shall not be liable for payment of any legal services expenses incurred by
CONSUhfANT.
24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
21.9875Q60658
05/19-204132 10 of12
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws ofthe
State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not. in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely
and voluntarily following extensive arm's length negotiation, and that each has had the opportunity
to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and
agree that no representations. inducements, promises, agreements or warranties. oral or otherwise.
have been made by that party or anyone acting on that party's behalf, which are not embodied in
this A<reement, and that that party has not executed this Agreement in reliance on any
representation. inducement, promise, agreement, warranty, fact or circumstance not expressly set
forth in this Agreement. This Agreement. and the attached exhibits. contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supersede all prior
understandings and agreements whether oral or in writing between the parties respecting the
subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the (late of its approval by the City Attorney.
This Agreement shall expire when terminated as provided herein.
21.9875P60633
O5/19-204132 11 of 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers-
CONSULTANT, CITY OF HUNTINGTON BEACH,
THE BROADBAND GROUP a municipal corporation of the State of
California
By: Q /Chief
✓EFf R61 H- ` 6;'w A 1 (Pwsran To HBWj3.03.1
w
ITS: (c(nc4")elw m den i«P�idwd APPROVED AS TO FORM:
ND
Date
print
ITS: (drete one)seee w KTierFWneW OR L RECEIVE AND FILE:
Sevewy-7rca m
Date g iz aas�
21-U75.12W658
05119-204132 12 of 12
EXHIBIT "A"
A. STAT MENf OF WORK: (Narrative of work to be performed)
Broadband Strategic Guidance and 1-ligh-Level Scenario Analysis
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
I . Conduct workshops with staff for overall technology planning.
2. Assess current levels of broadband infrastructure at City facilities and make
preliminary recommendations.
3. Provide high-level financial guidance. considerations and preliminary estimates
for potential scenarios.
See attached for further responsibilities and duties.
C. CITY'S DU"fIES AND RESPONSIBILITIES:
Provide oversight and staff response to any inquiries
D. \\IORK PROGRAM/PROJECT SCHEDULE:
Three years.
EXHIBIT A
IHf aNOADBAtiU GHOU V
June 8, 2021
Sean Crumby, P.E.
Director of Public Works
2000 Main Street
Huntington Beach, CA 92648
Re: City of Huntington Beach, CA—Phase One: Scope of Services
Broadband Strategic Guidance& High-Level Scenario Analysis
Dear Sean,
Nathan&I appreciate you giving us the opportunity to contribute to the foundations of the City of Huntington Beach's
long-term Fiber infrastructure planning. Our founder,Tom Reiman always considered the education and protection of
our clients as The Broadband Group's primary responsibilities. In that regard, on behalf of The Broadband Group, we
are pleased to submit this proposal and Scope of Services.
We have attempted to include activities consistent with the vision outlined by the City, focusing on educational work
and high-level needs assessments for the departments. While the resource allocations are estimated and may be
modified by mutual agreement, they accurately reflect what we might address in this initial Phase One engagement.
Innovative thinking and next generation broadband investments represent the key to a city and region's Economic
Development future. In that regard, I am confident our experience,perspective,and careful attention to understanding
the City's key objectives will bring value to the long-term goals outlined by the City of Huntington Beach.
Thank you for this important opportunity.
Sincerely,
THE BROADBAND GROUP
Jeffery M. Reiman
President
900 S. Pavilion Center Drive• Suite 155 • Las Vegas, NV 89144
(702)405-7000• Broadbandgroup.com
iU r R ROAD RAND G RO UP'
SCOPE OF SERVICES
CITY OF HUNTINGTON BEACH, CA
Overall Technology
Strategic Planning & Guidance
Broadband Workshops& City-Wide Guidance
Description: Under the direction of assigned City leadership, The Broadband Group (TBG) will guide up to 9
workshops with city staff (e.g., City Manager's office, Public Works/Traffic, Finance, Police, Administrative Services,
Community Development, Fire, Community Services and Library), commissioners, and councilmembers on the
framework, deployment strategies, access conditions, and general direction of infrastructure elements required for
deployment of wired and wireless broadband facilities by the City or its Service Providers.
In cooperation with technical resources assigned by the City, general guidance related to the competitive landscape,
as well as specifics of infrastructure analysis/assessment, Dark vs. Lit Fiber Business Case options, Rights of Entry,and
potential public-private partnership agreements related to the provisioning of existing and expanded fiber within the
City of Huntington Beach will be provided.
The final workshops would induce guidance as well as findings from the Facilities Assessment and Scenario Analysis
outlined below.
Facilities Assessment
Access Network Options & Service Definitions
Existing Infrastructure&Technical Needs Assessment
Description: TBG will assess current levels of broadband infrastructure within the City, evaluating the current
bandwidth and capacity of the"as is"infrastructure layout. TBG will work with City TT staff to determine if the existing
or planned fiber infrastructure components are sufficient for present and future bandwidth requirements of both public
and private entities within the City.
Network Expansion Guidelines
Description: TBG will make preliminary recommendations related to potential network improvements and expansion,
providing the greatest"interconnectedness"of government offices&systems,schools, libraries, medical facilities, and
businesses through a process of outlining key requirements related to next generation broadband services and facilities.
City of Huntington Beach,CA
The Broadband Group I June 8, 2021
2
Financial Analysis
Business Planning
Hiah-Level Financial Scenario Analysis
Description: To assist in business decision-making,TBG would provide high-level financial guidance,considerations,
and preliminary estimates for potential scenarios to be considered. Various potential scenarios would include different
capital expenditure requirements, revenue potential,and return on investment. Evaluation of the best option through
detailed financial analysis and modeling would be available in future phases, not induded in this scope.
City of Huntington Beach,CA
The Broadband Group I June 8,2021 '
3
PLAN SUMMARY - BUDGET
CITY OF HUNTINGTON BEACH, CA
PROFESSIONAL TIME/RESOURCE ESTIMATE
SUBJECT "G.
HOURS PER RESOURCE MONTHS OF ESTIMATED
MONTH ACTIVITY BUDGET
Business&Network
Overall Technology Planning 9 Planning 4 $9,540
Facilities Assessment 8 Engineering 4 $9,600
Financial&Business Scenano Analysis 5 Financial Analysis 2 $3,000
Project Administration 6 Operations 4 $3,600
TOTAL $25,740
Besaurce Bstimntes.Subjent to Clemrge u nh C,n-,f lfurou gran Beach's Prinr.lpprora!
REIMBLIRSABLES
DESCRIPnON ESTIMATE
Travel at Cost&As Approved $3,000
arm of egznses subo irred ooh as costs are incurred
TOTAL
DESCRIPTION COST
Professional Time/Resource Estimate $25,740
Reimbursables $3,000
TOTAL(Deliverables+Travel at Cost&As Approved) $28,740
TERM:July 1, 2021—October 31, 2021
PROFESSIONAL FEES
RESOURCE RATE RESOURCE RATE
Business&Network Planning $265/hour Engineering $300/hour
Financial Analysis $300/hour Operatons $150/hour
City of Huntington Beach,CA
The Broadband Group I June 8,2021
4
AGREEMENT & NOTICE TO PROCEED
CITY OF HUNTINGTON BEACH, CA
If approved, please execute, and return one (1)copy to The Broadband Group, 900 S. Pavilion Center Drive, Suite 155, Las Vegas,
NV 89144.
NOTICE TO PROCEED INDICATES APPROVAL OF:
• SCOPE OF WORK BUDGET AND WORK PLAN
• FEE AND REPRESENTATION SUMMARY TERMS AND CONDITIONS
AGREED AND ACCEPTED
The Broadband Group City of Huntington Beach,CA
By: Jeffrey M. Reiman By:
Date: June8, 2021 Date:
Title: President Title:
Signature: Signature:
Unless informed to the contrary in the space provided below, the monthly invoices and reports will be sent to the attention of the
individual executing this agreement:
Name:
Title:
E-mail Address:
Invoicing Address:
Telephone Number:
Term: June 1, 2021 —December 31, 2021
Reference: May 21, 2021
Re: Professional Technology Planning Consulting Services
City of Huntington Beach,CA
Phase One: Preliminary Scope of Services
City of Huntington Beach,CA
The Broadband Group I June 8, 2021
5
FEE AND REPRESENTATION SUMMARY
We would be pleased to accept this assignment.This letter Agreement sets forth the terms of engagement. Our references to'you"
or"your"in this letter agreement are intended to refer to the identified representative on behalf of the City of Huntington Beach,CA.
CONSULTING SERVICES TO BE PROVIDED BY THE BROADBAND GROUP. We would agree to provide the services outlined
in this proposal. In addition, we would perform such other business matters as you may request from us from time to time and to
which we agree.
WHO WILL PROVIDE CONSULTING SERVICES. It is the practice of The Broadband Group(TBG)to assign a principal Consultant
to each representation. Subject to the supervisory role of the principal, your work, or parts of it, may be performed by other
consultants, engineers, and operations staff at or in TBG. Such delegation may be for the purpose of involving such consultants,
engineers or operations staff with special expertise in a given area or for the purpose of providing services on an efficient and timely
basis. Upon request,we will advise you of the names of those individuals who have worked or who we anticipate will work on your
engagement.
RESPONSIBILITIES OF THE BROADBAND GROUP. It will be our responsibility to perform the services called for under this
agreement,to take reasonable steps to keep you informed of progress and developments and to respond promptly to your inquiries
and communications. We will at all times act on your behalf to the best of our ability. Any expressions on our part conceming the
effectiveness of certain strategies and courses of action or statements of opinion regarding the outcome of this engagement are
expressions of our best professional judgment but are not guarantees. Such opinions are necessarily limited by the extent or our
knowledge of the facts and are based on the state of the industry,applicable regulatory law,or practical applications at the time they
were expressed.
CLIENT RESPONSIBILITIES. In order to enable us to perform these consulting services, please provide us with all background
information on your community or business available to you that may be necessary for us to perform our services or that we may
reasonably request,and update us regarding any changes in such information.
Additionally, please advise us whether any document we have prepared or received and sent to you for your approval or review
reflects and is consistent with your understanding and expectations in this engagement.
Upon engagement,we ask that you not sign any document related to telecom infrastructure financing or Telecommunications Service
Provider access consideration until the Master Plan deliverable is complete or without first having reviewed and sought our mutual
approval. This is very important so as to not restrict any opportunity that might maximize the opportunities and business elements
of a Plan or future investment.
We will request that you designate someone as your authorized representative to direct us and to be the primary person to
communicate with us regarding the consulting services to be provided during the engagement as described in this letter agreement.
This designation is intended to establish a clear line of communication and authority and to minimize potential uncertainty in
communication. Unless and until we hear from you to the contrary,we will consider Sean Crumby to be the authorized
representative.
BILLING. We account for all the time our consultants and other professional personnel spend working on your matter, such as
conferences with you or with others on your behalf, telephone conferences, correspondence, research, preparation and revision of
documents, preparation for and appearances with carriers,customers, regulators,etc. We will keep records of the time each of our
consultants and staff devote to this engagement. We record our time in units of quarters of an hour. In addition to fees for services
rendered,expenses incurred by us on your behalf will be billed to you.
Our invoices describe the work performed by each person and the date such work was performed. Each entry also shows the amount
of time expended and the total billing rates for that entry.
FEE STRUCTURE.All fees have been outlined in our Scope of Services. We change our billing rates from time to time based upon
changes in our costs, each consultant's expertise, and other conditions. If hourly rates are changed, you will be notified on your
monthly billing invoice. If you have questions concerning any new rates, please contact us immediately. Unless you object promptly
to such new rates,we will proceed based upon the new rates.
GENERAL DISCLOSURES AND REQUESTS FOR CONSENT. We recommend that the City of Huntington Beach,CA. review the
terms of this letter agreement(this Fee&Representation Summary)to ensure that it is agreeable to you,that it adequately reflects
your understanding of the relationship this letter agreement establishes,that the fees and other compensation are fair and reasonable
under the circumstances, that the disclosures that follow are clear, and that the waivers and consents are reasonable. City of
Huntington Beach's approval of our Agreement shall constitute acknowledgement of this Fee&Representation Summary. If you have
any questions or concerns,please do not hesitate to contact us.
SUSPENSION OF ENGAGEMENT. If you want us to stop working on your matter,you must notify us promptly. If you fail to fulfill
any of your responsibilities to us as set forth in this letter agreement, including your responsibility to pay our billings in a timely
manner, we may stop work on this engagement until the problems are corrected or as it may become necessary for us to withdraw
from your representation.
City of Huntington Beach,CA
The Broadband Group I June 8,2021
6
TERMINATION OR WITHDRAWAL FROM REPRESENTATION. The consultant-client relationship is one of mutual trust and
confidence. We encourage our clients to inquire about any concern relating to the matter,our representation,our fee arrangements,
or our monthly invoices.
You may terminate our representation upon thirty days'notice,with or without cause. If termination occurs,your papers and property
will be returned to you upon request. Our own files pertaining to the project and assignment will be retained. Termination of our
services will not affect your responsibility for payment of services rendered and out-of-pocket costs incurred before termination and
in connection with an orderly transition of the matter.
We try to identify and discuss with our clients any situation that may lead to our withdrawal. If withdrawal becomes necessary, we
will give you notice of our intention to withdraw.
OTHER STANDARD TERMS OF THIS LETTER AGREEMENT
Severabi/ity in Event of Pariia/Inva/idity. If any provision of this letter agreement is held in whole or in part to be unenforceable
for any reason,the remainder of that provision and of the entire letter agreement will be severable and will remain in effect.
Nevada Law. This letter agreement is deemed to be entered into at our office in Las Vegas, Nevada and shall be interpreted
according to Nevada law,excluding its conflict of laws provisions.
City of Huntington Beach,CA
The Broadband Group I June 8, 2021
7
EXH1131T •B"
Payment Schedule (Hourly Payment)
A. I-lourly Rate
CONSULTANT 'S fees for such services shall be based upon the following hourly rate and
cost schedule:
Business R Network Planning $265.00 per hour
Financial Analysis $300.00 per hour
Engineering 5300.00 per hour
Operations $150.00 per hour
B. Travel Charges for time during travel are not reimbursable.
C. Billing
1. All billing shall be done monthly in fifteen (15) minute increments and matched to
an appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide, at a glance,
the total tees and costs incurred to date for the project.
3. A copy of memoranda. letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be Submitted to CITY to
demonstrate progress toward completion of tasks. In the event CITY rejects or has
comments on any such product, CITY shall identity specific requirements for
satisthctory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
13) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, it' CITY is satisfied that CONSULTANT is
making satistactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If CITY does not approve an invoice. CITY shall notify
1
Exhibit B
CONSULTANT in writing of the reasons for non-approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been brought
into compliance. or until this Agreement has expired or is terminated as provided
herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all
of the information required above. and in addition shall list the hours expended and
hourly rate charged for such time. Such invoices shall be approved by CITY if the
work performed is in accordance with the extra work or additional services requested,
and if CITY is satisfied that the statement of hours worked and costs incurred is
accurate. Such approval shall not be unreasonably withheld. Any dispute between
the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
Exhibit B
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
IOR
"fable of Contents
IScope of Services ................................................................................................................ I
2 City Staff Assistance........................................................................................................... 2
3 Term: Time of I'erfornance................................................................................................ 2
4 Compensation...................................................................................................................... 2
5 Extra Work.......................................................................................................................... 2
6 Method of Pavment.............................................................................................................3
7 Disposition of Plans, Estimates and Other DOCamenls.......................................................3
8 Hold Ilarmless..................................................................................................................... 3
9 Professional Liabilitv Insurance ..............................................................................4
10 Certificate of Insurance....................................................................................................... 5
11 Independent Contractor....................................................................................................... 6
12 Termination of Agreement..................................................................................................6
13 Assignment and Delegation..................................................................................................6
14 Copyrights/Patents .............................................................................................................. 7
15 City Employees and Officials.............................................................................................. 7
16 Notices... .................................................................................................................7
17 Consent................................................................................................................................ 8
18 \lodification........................................................................................................................ 8
19 Section Fleadings................................................................................................................. 8
20 Interpretation of this Agreement ......................................................................................... 8
21 Duplicate Original...............................................................................................................9
22 Immigration..........................................................................................................................9
23 Legal Services Subcontracting Prohibited ...........................................................................9
24 Attornev's Pees..................................................................................................................... 10
25 Survival ................................................................................................................................ 10
26 Governing Law..................................................................................................................... 10
27 Signatories............................................................................................................................ 10
28 Entirety................................................................................................................................. to
29 Effective Date................................................................................. I l
�EJ
A��DF CERTIFICATE OF LIABILITY INSURANCE OA E(MNAMYYY)
8/4/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ios)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this tertl(Icate does not confer rights to life certificate holder In lieu of such ondorsement(s).
P140MCER CONTACT
HAMS:
BIN INSURANCE HOLDINGS LLC PIT yut);_(855)2.13-4005 FAX.Hvl (866)828-2.424
❑BA INSUREON DN4ss CortlOcate@Hanover.com
30 N LA SALLE ST STE 25DO WSURER1S)AFFORDING COVERAGE NAIC/
CHICAGO IT. 60602 INSURER A: Hanover Insurance Cc 22292
INSURER
INSURER II
THE BROADBAND GROUP INSURER C;
GO CYNTHIA REIMAN El'E 155 INSURER D
900 S PAVILLION CENTER ON INSURER E:
LAS VEGAS NV 89144 1 INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE. BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICAfEU. NO'I WIIHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY IWVE BEEN REDUCED BY PAID CLAIMS.
INSR A UUL Stec POLICYEFF POLICY ESP
LTR TYPF OF INSDMKCF I POLICY NUMBER MWO1xYYYN`I IMM/ODfYYYYI LIMITS
COMMERCIAL OENERA.LIADILBY EACHOCCURFtENCE 5 2,000,000
ClAIM5MA0E 171 OCCUR PRE Ifee
I91NJS3)— $ 500,000
MED EXP(An vm moon) S 5,000
A Y N OH4 9182281 10 07/162021 071162022 PFRSONAI.A AM INJURY $ 2,000,000
C f,D.AGGREGAIF.I.WIT AWL ITS PER: GEJJERALAGGREGATE 54,000,000
POLICY J Co- BLOC PR PRODUCTS-COMPICPAGG S 4.000,000
OTHER: 5
CQMBINED SINGLE LIMIT
HAUTOMOBILLET-LABILITY f£e 1,aMm9 5 2,OOQOIX)ANYAUTO BODILY INJURY(PM pamm) $
AOWNED T UPT%S0 AEDN N OH4 9182281 10 07/16/2021 07116120T1. HODILY INJURY O'v scddu„0I S
AUTOSONLYAUTOS Auto / AUI OR NLY PROP lYOANA 1Autos cel.Y V ADIOS ONLY IPar ASlMnll
5
UMBRELLALIAB
OCCUR EACH OCCURRENCE S 1,000.000
A EXCESS LIAU OL ms.MADE Y N OH4 918228110 07116f2021 07/1612022 AfKiHf nAlE S 1,000,0DO
OECT RETENIION S
WORKERS COMPENSATION I Kit OU4
ANDEMPLOYERS-LIABILITY YIN 'TA1U1 i—
AMT'ROPRIETOFWARTHEIVEXECUTN[ E.L.EACH ACCIDENT 5
OFFICETVMEMBEREXCLUDEDT NIA
IMMIOaI In NN) EUDI5FA5E-EAEMOYEF $
tl yyee;OusulEe IadYr
D[S=111'INOFOPERATK)NSG EL.DISEASE-POLICY LINK 5
A Technology Liability N N LHC HSB7925 10 01/16/2021 07/16/2022 $1.000,000 UmiUS10,000❑ed
VESCRNTION OF OPERATIONS/LOCATIONS I VEWLF.S(ACORD tot,Addidonal Ramarka SCHedala,may be Nlseaed If moo apace Is raRuimd)
City of Huntirglon Beach,its officers,e5ecled or appointed of cia!s,employees,agent and volunteers arc Additional Insured on the General Liability pursuant to the terms
and condillons by form 391-1006.Additional Insured is Primary and Noncontdbutary to the aslant provided by form 39/ WT04TOgpption Notice YAU be
provided to the CerS6calo Holder pursuant to endorsement 401-1235.Such notice Is solely for the purposB al inlormi o odlficelo der of Lb?offocow dale of
cancel alion and does not grant,alter,or extend any rphts on obligations under this policy. I ��,
Dy:
II,HCHAEL E.GATES
CITY ATTORNEY
CITY OF HUNTINGTON BEACH
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF TILE ABOVE DESCRIBED POLICIES BE CANC ELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
CITY OF HUNTINGTON BEACH AUPIORIZEDREPRESLNTATNE
2000 MAIN STRELI r ) /
HUNTINCTON REACH CA 92UB
1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered narks of ACORD