HomeMy WebLinkAboutDS Consulting ServicesAGREEMENT FOR PROFESSIONAL SERVICES
BY AND BETWEEN
THE CITY OF SAN RAFAEL
AND
ENTRYPOINT NETWORKS, INC.
FOR CONSULTING SE
RVICES
This Agreement is made and entered into as of I �� (the "Effective
Date"), by and between the CITY OF SAN RAFAEL, ered California municipal corporation
(hereinafter "CITY"), and ENTRYPOINT NETWORKS, INC., a Delaware corporation
(hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as
a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. CITY desires to secure professional services more fully described in this
Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and
B. CONSULTANT represents that it, and its subcontractors, if any, have the
professional qualifications, expertise, and necessary licenses and desire to provide certain goods
and/or required services of the quality and type which meet objectives and requirements of CITY;
and
C. The Parties have specified herein the terms and conditions under which such
services will be provided and paid for.
NOW, THEREFORE, the parties hereby agree as follows:
AGREEMENT
SERVICES TO BE PROVIDED.
Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall
furnish all technical and professional services, including labor, material, equipment,
transportation, supervision, and expertise (collectively referred to as "Services") to satisfactorily
complete the work required by CITY at its sole risk and expense. Services to be provided to CITY
are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT
acknowledges that the execution of this Agreement by CITY is predicated upon representations
made by CONSULTANT in that certain proposal, dated September 20, 2022 [Revised
02/28/2023] ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement.
2. COMPENSATION.
In consideration for CONSULTANT's complete performance of Services, CITY shall pay
CONSULTANT for all materials provided and services rendered by CONSULTANT a fixed fee,
as further described in Exhibit A, in an amount of $182,120.
CONSULTANT will bill City for Services provided by CONSULTANT, subject to
verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of
invoice.
Rev. 08.22
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
the Effective Date of this Agreement and terminate on March 5, 2025.
4. PROJECT COORDINATION.
A. CITY'S Project Manager. Digital Infrastructure Manager is hereby designated the
PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of
the progress and execution of this Agreement.
B. CONSULTANT'S Project Director. CONSULTANT shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Bruce Patterson is hereby designated as the PROJECT
DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT
shall notify the CITY within ten (10) business days of the substitution.
5. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon thirty
(30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to cure
or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice,
within such fifteen (15) daytime period.
C. Effect of Termination. Upon receipt of notice of termination, neither party shall
incur additional obligations under any provision of this Agreement without the prior written consent
of the other.
D. Return of Documents. Upon termination, any and all CITY documents or materials
provided to CONSULTANT and any and all of CONSULTANT's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONSULTANT in connection with
its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY
or its agent in any such audit or inspection.
08.22 2
ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of the
other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising
hereunder shall be void and of no effect.
INSURANCE REQUIREMENTS.
During the term of this Agreement, and for any time period set forth in Exhibit B,
CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance
policies with respect to employees and vehicles assigned to the performance of Services under this
Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage
verifications as defined in Exhibit B.
10. INDEMNIFICATION.
A. Except as otherwise provided in subparagraph B of this section, CONSULTANT
shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by
CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the
"City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or
expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and
fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its
obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations
apply regardless of whether or not a liability is caused or contributed to by the active or passive
negligence of the City Indemnitees. However, to the extent that liability is caused by the active
negligence or willful misconduct of the City Indemnitees, the CONSULTANT' indemnification
obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active
negligence or willful misconduct. In addition, the acceptance or approval of the
CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONSULTANT'S performance of or operations under this Agreement,
CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse
the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in
defense of such claims.
B. Where the services to be provided by CONSULTANT under this Agreement are
design professional services to be performed by a design professional as that term is defined under
Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor
or anyone directly or indirectly employed by them, or anyone for whom they are legally liable
(collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not
apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct
of such City Indemnitee.
08.22
C. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
11. NONDISCRIMINATION.
CONSULTANT shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
12. COMPLIANCE WITH ALL LAWS.
CONSULTANT shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONSULTANT shall perform all services under this Agreement in accordance with
these laws, ordinances, codes, and regulations. CONSULTANT shall release, defend, indemnify,
and hold harmless CITY, its officers, agents, and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
13. NO THIRD PARTY BENEFICIARIES.
CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
14. NOTICES.
All notices and other communications required or permitted to be given under this Agreement,
including any notice of change of address, shall be in writing and given by personal delivery, or
deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to
be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the
date of deposit with the United States Postal Service. Notice shall be given as follows:
To CITY's Project Manager:
Vinh Pham
Digital Infrastructure Manager
1400 Fifth Avenue
San Rafael, CA 94901
15. INDEPENDENT CONTRACTOR.
To CONSULTANT's Project Director:
Bruce Patterson
Operations Director
2565 East 17th Street, Suite 3
Ammon, ID 83406
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents, and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONSULTANT and CITY expressly intend and agree that the status of
CONSULTANT, its officers, agents, and employees be that of an Independent Contractor and not
that of an employee of CITY.
v 08.22 4
16. ENTIRE AGREEMENT -- AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONSULTANT and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONSULTANT and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
17. SET-OFF AGAINST DEBTS.
CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT
under this Agreement, any monies which CONSULTANT owes CITY under any ordinance,
agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks, or
other amounts.
18. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant, or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation
of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent
acceptance by either party of any fee, performance, or other consideration which may become due or
owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation
by the other party of any term, condition, covenant of this Agreement or any applicable law,
ordinance, or regulation.
19. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
20. CITY BUSINESS LICENSE / OTHER TAXES.
CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any
and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for
any work performed under this Agreement, until CONSULTANT has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
08.22 5
Certification).
21. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigns.
22. APPLICABLE LA
The laws of the State of California shall govern this Agreement.
23. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed by electronic signature and in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one document.
Counterpart signature pages may be delivered by telecopier, email or other means of electronic
transmission.
[Signatures are on the following page.]
08.22 6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL:
Jr!C UTZ, City ana er
APPROVED AS TO FORM:
Office of th -.City Attorney
CONSULTANT:
i
BRUCE PATTERSON
Director of Operations
[If CONSULTANT is a corporation, add
signature of second corporate officer]
By: GENEVTVF COYLE,
Assistant Ckty Attorney
tL-11
JEFF CHRISTENSEN
ATTEST:
City Clerk President
_/ LINDSAY LARA, City Clerk
08.22
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for CITY by CONSULTANT under this Agreement are more fully
described in CONSULTANT's proposal, which is attached to this Exhibit A.
EntryPoint Networks, Inc. appreciates the opportunity to provide project leadership, management,
design, and strategic planning for the City of San Rafael, California. This work will include the
following work products for the San Rafael Canal Qualified Opportunity Zone:
Data collection and market analysis to include Geospatial files with data showing
market data and other datasets including availability, price, and performance metrics.
Resident and property owner survey development and execution to determine
satisfaction, experience, affordability, to inform City actions or solutions. This work
will be extensive and performed by a third -party subcontractor under EntryPoint's
oversight.
High level design with an accompanying Bill of Materials (BOM) for a fiber to the
address solution to be used for cost and feasibility analysis. Additional design work
will be performed based on feedback obtained from rental property owners to
outline potential solutions capable of delivering 1 gigabit connectivity to each rental
living unit. The fiber to the address or MDU work will be performed by a third -
party subcontractor under EntryPoint's oversight. The interior connectivity
solutions will be developed by EntryPoint and documented with high level cost
estimates as a part of the larger plan documentation.
3. Strategic recommendations will be developed and documented. Plan documentation
shall include identifying gaps, potential solutions, challenges, costs, and
recommended steps and paths to creating long term sustainable solutions, including
suggestions to create natural incentives for stakeholders to support a solution
capable of achieving the City's goals while at the same time managing these desired
changes for the benefit of all.
Expected steps to develop and deliver these three deliverables are expected to include the
following activities:
Data Collection and Market Analysis for the Federally Qualified Opportunity Zone and the Bahia
neighborhood. (819 HHP, 2271 Living Units)
A. Data collection (statistically relevant)
a. Collect, catalogue, and correlate granular demographic data
b. Collect, catalogue, and correlate broadband market data for the area
B. Develop and conduct surveys of area residents and property owners
a. Includes marketing to increase survey participation
b. Includes survey mailing and input of hard copies
C. Map area to show potential funding sources based on data and program
qualifications
D. Inform strategy and information outputs with mapping and graphical
representations of collected data
Rev. 08.22 B-1
E. Summarize findings to inform final report
High Level Outside Plant and Inside Plant Network Design for un to 1300 HHP in the Federall
Qualified Opportunity Zone, along with the Bahia and Spinnaker neighborhoods.
A. Perform initial asset discovery to inform design
a. Obtain, review, and correct available data
b. Obtain, review, and approve public assets for use in design
B. Coordinate design with Statewide middle mile
C. Develop, review, document, and approve a 50+ year network architecture
capable of supporting public, private and internet services securely and
reliably to be used for design
D. Perform high level design for outside fiber optic plant to the addresses
a. Review initial design outputs, provide corrections or improvements
b. Approve initial design once desired level of design efficiency is achieved
E. Coordinate rental property owner input to develop in structure or building
designs and strategies
a. Develop and document potential indoor architectures and designs
b. Analyze Pros and Cons for proposed solutions
F. Document findings including high level cost estimates
Document Findings and Outline Strategic Recommendations
A. Provide technical review of design inputs
a. Summarize findings in layman's terms
b. Create proforma financials for viable solutions that include:
i. Capital Costs
ii. Operational Costs
iii. Service Costs
iv. Municipal costs and responsibilities
v. Service provider costs and responsibilities
vi. Property owner costs and responsibilities
vi i. Consumer costs and responsibilities
c. Develop, organize, and document strategic recommendations
d. Provide technical details in an appendix
B. Document recommended infrastructure and network architecture and
standards to assist with institutionalizing standards and planning in
municipal processes
a. Provide some immediate tactical suggestions
b. Suggest potential interdepartmental collaborations
c. Clearly document the various levels of ownership and investment
required by the city to implement solutions
C. Present the final report and findings to City Leadership
08.22 B -2
t .
►. , •• S �• ; • •• a w AM US com
6
SCOPE OF WORK
SAN RAFAEL
THE CITY WITH A MISSION
EntryPoint Networks Solution Services Group appreciates the opportunity to provide project leadership,
management, design, and strategic planning for the City of San Rafael, California. This work will include the
following work products for the San Rafael Canal Qualified Opportunity Zone:
Data collection and market analysis to include Geospatial files with data showing market data and other
datasets including availability, price, and performance metrics. Resident and property owner survey
development and execution to determine satisfaction, experience, affordability, to inform City actions or
solutions. This work will be extensive and performed by a third -party subcontractor under EntryPoint's
oversight.
High level design with an accompanying Bill of Materials (BOM) for a fiber to the address solution to be
used for cost and feasibility analysis. Additional design work will be performed based on feedback
obtained from rental property owners to outline potential solutions capable of delivering 1 gigabit
connectivity to each rental living unit. The fiber to the address or MDU work will be performed by a
third -party subcontractor under EntryPoint's oversight. The interior connectivity solutions will be
developed by EntryPoint and documented with high level cost estimates as a part of the larger plan
documentation.
3. Strategic recommendations will be developed and documented. Plan documentation shall include
identifying gaps, potential solutions, challenges, costs, and recommended steps and paths to creating
long term sustainable solutions, including suggestions to create natural incentives for stakeholders to
support a solution capable of achieving the City's goals while at the same time managing these desired
changes for the benefit of all.
Expected steps to develop and deliver these three deliverables are expected to include the following activities:
Data Collection (A-C) and Market Analysis (D&E)
A. Data collection (statistically relevant)
a. Collect, catalogue, and correlate granular demographic data
b. Collect, catalogue, and correlate broadband market data for the area
B. Develop and conduct surveys of area residents and property owners
a. Includes marketing to increase survey participation
b. Includes survey mailing and input of hard copies
C. Map area to show potential funding sources based on data and program qualifications
D. Inform strategy and information outputs with mapping and graphical representations of
collected data
E. Summarize findings to inform final report
EntryPoint, LLC City of San Rafael, California —Consulting Services Proposal Page 12
' SAN RAFAEL
/ THE CCTV WITH A MISSION
High Level Outside Plant and Inside Plant Network Design
A. Perform initial asset discovery to inform design
a. Obtain, review, and correct available data
b. Obtain, review, and approve public assets for use in design
B. Coordinate design with Statewide middle mile
C. Develop, review, document, and approve a 50+ year network architecture capable of supporting
public, private and internet services securely and reliably to be used for design
D. Perform high level design for outside fiber optic plant to the addresses
a. Review initial design outputs, provide corrections or improvements
b. Approve initial design once desired level of design efficiency is achieved
E. Coordinate rental property owner input to develop in structure or building designs and strategies
a. Develop and document potential indoor architectures and designs
b. Analyze Pros and Cons for proposed solutions
F. Document findings including high level cost estimates
Document Findings and Outline Strategic Recommendations
A. Provide technical review of design inputs
a. Summarize findings in layman's terms
b. Create proforma financials for viable solutions that include:
i. Capital Costs
ii. Operational Costs
iii. Service Costs
iv. Municipal costs and responsibilities
v. Service provider costs and responsibilities
vi. Property owner costs and responsibilities
vii. Consumer costs and responsibilities
c. Develop, organize, and document strategic recommendations
d. Provide technical details in an appendix
B. Document recommended infrastructure and network architecture and standards to assist with
institutionalizing standards and planning in municipal processes
a. Provide some immediate tactical suggestions
b. Suggest potential interdepartmental collaborations
c. Clearly document the various levels of ownership and investment required by the city to
implement solutions
C. Present the final report and findings to City Leadership
EntryPoint, LLC City of San Rafael, California — Consulting Services Proposal Page 13
0SAN RAFAEL
THE CITY WITH A MISSION
PROJ ECT TI M ELI N ES AN D COSTS
EntryPoint's proposed consulting fees for the outlined activities are presented in the table below.
EntryPoint's estimates assume that MERIT Networks will perform the data collection and inform the market
analysis metrics as a subcontractor, and that outside plant design work will be performed by either RUCON
Engineering and/or Biarri Networks as a subcontractor.
MERIT Network's data collection and market analysis work is estimated as a not to exceed amount of
$78,380.
Outside plant and interior network design services is estimated as a not to exceed amount of $32,460.
EntryPoint's professional services costs are presented in the table below. The table separates specific task
categories and the anticipated number of hours associated with each. EntryPoint's Consulting Fees for these
projects are based on a $200.00 per hour rate, with a project cap of $67,600.
Based on the estimated hours and EntryPoint's current workload, this work will take approximately 8 - 10
months to complete.
Proposed Activities
Data Collection and Market Analysis
Develop initial Scope of Work.
Develop, review, and approve surveys.
Coordinate collection and inform analysis.
Review and approve deliverables.
High Level Design
Coordinate design data collection.
Develop, review, and approve architecture and standards
Provide oversight for outside plant design iterations.
Perform landlord engagements to inform interior designs.
Develop, review, and approve interior design strategies.
Strategic Plan Document
Provide strategic analysis for recommended solutions.
Provide financial analysis for recommended solutions.
Provide high level messaging recommendations for solutions.
Provide recommended next steps including any immediate tactical
recommendations.
Provide supporting technical data as an appendix.
Provide presentations to assist with community engagement and
education.
TOTAL HOURS = 338
Marketing Design
14 2
2
4
4
4 2
n
4
4
72
12
8
4
8
40
Finance Admin Total
4 10 30
2
4 8
88 10 24 130
4 2
16 2
8 2
40 10
20 10 8
36 40
12 12
4 12
4 4
8 8
8 4
30 178
4
2
4
8
4
8
EntryPoint, LLC City of San Rafael, California —Consulting Services Proposal Page 14
SAN RAFAEL
TI IE CITY WITH A MISSION
Total EntryPoint Hours = 338 @ $200 per hour = $67,600
Network Design Costs = 1300 Addresses, 2780 Living Units (OSP and in building) = $36,140
MERIT Network Data Collection Costs = 819 HHP / 2271 Living Units = $78,380
Total Cost = $182,120 (not to exceed total project cap)
PROJECTTEAM
EntryPoint's Municipal Digital Access consulting services are led by Bruce Patterson. Below is a list of the
primary team members that would work with San Rafael Leaders, city staff, and community leaders on this
project.
Bruce Patterson — Project Lead, Network Planning, Network Implementation, Network Operations
Jeff Christensen — Strategic Analysis, Risk Analysis, Business Model Analysis
Devin Cox — Market Analysis, Community Outreach and Engagement Planning, Market Surveys
Brad Banyai — Financial Analysis, Financial Proforma, Cost Structure, Cash Flow Analysis
PROJECTTEAM QUALIFICATIONS
Bruce Patterson — EntryPoint Networks, Head of Operations
Bruce Patterson is the Director of EntryPoint Solution Services. Mr. Patterson is the recognized thought leader
behind the 'Ammon Model' which focuses on the separation of infrastructure from service both technically and
economically, thereby allowing the infrastructure to be treated as a true public utility while enabling private
competition for services. During his tenure at the City of Ammon, Bruce was responsible for the creation and
management of the Ammon Fiber Network. He managed everything from strategy and implementation
including legal, public process, financial, construction, and technical aspects. It is Bruce's work that has led to
the Ammon Fiber Network being identified as the "Best Fiber Optic Network in America"
As Director of EntryPoint Solution Services, Mr. Patterson assists municipalities with network planning,
feasibility analysis, network design, cost projections, construction oversight and network operations and
management. Mr. Patterson believes that municipal fiber networks can and should be used for applications
that go beyond "fast internet".
Jeff Christensen — EntryPoint Networks, President — Strategic Analysis, Risk Analysis, Business Model Analysis
Jeff Christensen is the President of EntryPoint Networks. Mr. Christensen has an M.S. in Management from
Purdue University's Krannert School of Management and a B.S. in Organizational Psychology from the University
of Utah. Prior to Mr. Christensen's tenure at EntryPoint he served as Chief Operating Officer at FutureVision
Technologies and V.P. of Operations at Emdeon.
At EntryPoint, Mr. Christensen oversees ongoing research & development, manages strategic partnerships,
oversees manufacturing collaboration, client relationships and deployments, business development, customer
support, strategy development, and has been the Principal Investigator for a recently completed Department of
Energy grant: Edge Intelligence for Virtualization and Security in Open Networks.
EntryPoint, LLC City of San Rafael, California —Consulting Services Proposal Page 15
SAN RAFAEL
TI IE- CITY ` VITI I A MISSION
Devi Cox — EntryPoint Networks, EVP Business Development — Community Engagement & Market Research
Devin Cox is the EVP of Business Development at EntryPoint Networks. Mr. Cox has a Bachelor of Science
degree in Business Communications from the University of Utah. Prior to Mr. Cox's tenure at EntryPoint he
served as V.P. of Sales and Marketing at FutureVision Technologies and V.P. of Sales at Emdeon. At EntryPoint,
Mr. Cox oversees sales, marketing, and client relations.
When deploying a municipal Digital Access network, proactive and effective community engagement is critical
to both short-term and long-term success of the network. For this reason, Mr. Cox focuses a large part of his
time working with clients on strategies and programs designed to drive network subscriber take -rates.
Brad Banyai — EntryPoint Networks, CFO — Network Financials and Funding Analysis
Brad Banyai is the Chief Financial Officer for EntryPoint Networks and oversees accounting, accounts payable,
accounts receivable, RMA processing, and cash management. Prior to Mr. Banyai's tenure at EntryPoint he
served as President of FutureVision Technologies and V.P. of Product Management at Emdeon. Mr. Banyai
produces the Proforma Financials for each of the Digital Access Master Plans we produce for the municipalities
we work with.
Julie Burkhart — EntryPoint Networks, Sr. Content Strategist & Writer
Ms. Burkhart has for -profit, non-profit, and higher education experience. She is currently a Sr. Content
Strategist & Writer for EntryPoint Networks.
Before joining EntryPoint, Ms. Burkhart was the National Association of Corporate Directors (NACD) Executive
Director, Heartland Chapter. She collaborated with board members and advisors to produce world -class
programs and peer -to -peer exchanges for local directors. She also oversaw all chapter administration, board
relations, and sponsor engagement.
Prior to joining the NACD Heartland Chapter, Ms. Burkhart was the Director of Community Engagement at the
University of Kansas. Her primary role was to facilitate linkages between KU resources, expertise, and
capabilities with Kansas City area leaders to reduce workforce challenges, solve problems by utilizing
community -based research and service, and grow entrepreneurship and economic development in the region
and beyond.
Preceding KU, Ms. Burkhart spent 18 years at Sprint in program management, training, leadership
development, knowledge management, and talent acquisition. She also served as Sprint's 2000-member
Women's Employee Resource Group president. Ms. Burkhart was Sprint's 2013 Diversity Award recipient and
was selected for its High Performing Manager Program in 2010.
Ms. Burkhart graduated from Kansas State University with a bachelor's degree in family life and human
development. She earned a master's degree in business communication from Fort Hays State University.
EntryPoint, LLC City of San Rafael, California — Consulting Services Proposal Page 16
SAN RAFAEL
riiE CITY V41TI I A MISSION
ENTRYPOINT NETWORKS - COST PROPOSAL
EntryPoint's proposed consulting fees for managing this process and preparing the work products as follows:
1. Data Collection: $78,380
2. Market Analysis: $33,800
3. High Level Design for Outside Plant and Interior Rental Units: 536,140
4. Strategic Plan Document and Presentations: $33,800
EntryPoint will invoice at net 30 terms upon the delivery and the city's acceptance of each work product listed
above.
PROJECT TIMELINE
EntryPoint's projected timeline for delivering these work products is estimated as follows:
D. Data Collection and Market Analysis: Weeks 1 - 24
E. High Level Design for Outside Plant and Interior Rental Units: Weeks 5 - 21
F. Strategic Plan Document and Presentations: Weeks 22 - 32
EntryPoint will invoice at net 30 terms upon delivery and the city's acceptance of each work product listed
above.
ENTRYPOINT NETWORKS - PROPOSAL SIGNATORY
The preceding Proposal submitted to the City of San Rafael,CA is authorized by EntryPoint's Managers.
Bruce Patterson
Authorized Representative
Head of Operations
1949 West Printers Row
Salt Lake City, Utah 84119
208-360-1279
bpatterson@entpnt.com
EntryPoint, LLC City of San Rafael, California —Consulting Services Proposal Page 17
EXHIBIT B
INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth below,
CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance
policies with respect to employees and vehicles assigned to the performance of Services under this
Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage
verifications as defined in this Exhibit B.
A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall
maintain, at no expense to CITY, the following insurance policies:
1. Commercial general liability. A commercial general liability insurance
policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars
($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage.
2. Automobile liability. An automobile liability (owned, non -owned, and hired
vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per
occurrence.
3. Professional liability. If any licensed professional performs any of the
services required to be performed under this Agreement, a professional liability insurance policy in
the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars
($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of
services under this Agreement. Where CONSULTANT is a professional not required to have a
professional license, CITY reserves the right to require CONSULTANT to provide professional
liability insurance pursuant to this section.
4. Workers' compensation. If it employs any person, CONSULTANT shall
maintain workers' compensation insurance, as required by the State of California, with statutory
limits, and employer's liability insurance with limits of no less than one million dollars
($1,000,000) per accident for bodily injury or disease. CONSULTANT's workers' compensation
insurance shall be specifically endorsed to waive any right of subrogation against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONSULTANT in subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability insurance or workers' compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONSULTANT's insurance policies
shall be "primary and noncontributory" with respect to any insurance or coverage maintained by
CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The
"primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as
ISO form CG20 0104 13.
08.22 B-3
3. Except for professional liability insurance or workers' compensation
insurance, the insurance policies shall include, in their text or by endorsement, coverage for
contractual liability and personal injury.
4. By execution of this Agreement, CONSULTANT hereby grants to CITY
a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against
CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation, but this
provision applies regardless of whether or not CITY has received a waiver of subrogation
endorsement from the insurer.
5. If the insurance is written on a Claims Made Form, then, following termination
of this Agreement, said insurance coverage shall survive for a period of not less than five years.
6. The insurance policies shall provide for a retroactive date of placement
coinciding with the Effective Date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before
CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or
limits shall be available to CITY or any other additional insured party. Furthermore, the requirements
for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. No representation is made that the minimum
insurance requirements of this Agreement are sufficient to cover the obligations of the
CONSULTANT under this Agreement.
9. CONSULTANT 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
CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT,
except as with respect to limits. CONSULTANT 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. CONSUTLANT agrees that upon request by CITY, all
agreements with, and insurance compliance documents provided by, such subcontractors and
others engaged in the performance of Services will be submitted to CITY for review.
10. CONSULTANT agrees to be responsible for ensuring that no contract used
by any party involved in any way with the Services reserves the right to charge CITY or
CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any
such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse
any third party for the cost of complying with these requirements. There shall be no recourse
against CITY for payment of premiums or other amounts with respect thereto.
08.22 •B-4
C. Deductibles and SIR's. Any deductibles or self -insured retentions in
CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not
reduce the limits of liability. Policies containing any self -insured retention (SIR) provision shall
provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY
or other additional insured party. At CITY's option, the deductibles or self -insured retentions with
respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall
procure a bond guaranteeing payment of losses and related investigations, claims administration,
attorney's fees and defense expenses.
D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER
all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this
Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy
endorsements for the commercial general liability policy, and (3) excerpts of policy language or
specific endorsements evidencing the other insurance requirements set forth in this Agreement.
CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from
CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it
later. The insurance shall be approved as to form and sufficiency by the CITY.
08.22 B-5
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,Tr WITH N
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANA
Contracting Department: Digital Service & Open Government
Project Manager: Vinh Pham Extension: 415 485 3028
Contractor Name: Bruce Paterson
Contractor's Contact: (208) 360-1279 Contact's Email: bpatterson@entp
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
a. Email PINS Introductory Notice to Contractor
DATE
2/9/2023
Check/Initial
1
Project Manager
❑X
VP
b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafael.org
3/6/2023
❑X VP
2
City Attorney a. Review, revise, and comment on draft agreement
4/18/2023
and return to Project Manager
4/18/2023
❑X NT
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
® NT
3
Department Director Approval of final agreement form to send to
4/24/2023
contractor
Project Manager Forward three (3) originals of final agreement to
5/1/2023
SM
4
VP ❑X
contractor for their signature
❑ N/A
5
Project Manager
When necessary, contractor -signed agreement
agendized for City Council approval *
*City Council approval required for Professional Services
VPD
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
4/17/2023
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6 Project Manager
Forward signed original agreements to City
5/4/2023
VP
Attorney with printed copy of this routing form
Review and approve hard copy of signed
5�/
N v 3
7 City Attorney
agreement
��
8 City Attorney
Review and approve insurance in PINS , and bonds
(for Public Works Contracts)
Agreement executed by City Council authorized
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9
City Manager / Mayor
�/� 13
City Clerk
official
/
10
Attest signatures, retains original agreement and
forwards copies to Project Manager