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HomeMy WebLinkAboutAGENDA REPORT 2021 0317 CCSA REG ITEM 10DCITY OF MOORPARK, 
CALIFORNIA City Council Meeting of March 17, 2021 ACTION Approved Staff Recommendation. BY B.Garza. D. Consider Agreement with Magellan Advisors, LLC for Preparation of a Market Study for a Meet-Me Room at the Moorpark City Library. Staff Recommendation: Approve an Agreement with Magellan Advisors, LLC for preparation of a Market Study for a Meet-Me Room at the Moorpark City Library, subject to final language approval of the City Manager. (Staff: Brian Chong) Item: 10.D. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Brian Chong, Assistant to the City Manager DATE: 03/17/2021 Regular Meeting SUBJECT: Consider Agreement with Magellan Advisors, LLC for Preparation of a Market Study for a Meet-Me Room at the Moorpark City Library BACKGROUND On October 21, 2020, the City Council adopted the City’s Broadband Strategic Plan, which contained numerous analyses and actions by which the City could advance the deployment of broadband infrastructure across the Moorpark community. One of the Plan’s recommended actions was to determine the viability of a Meet-Me Room to potentially be built as part of the new Moorpark City Library project. On February 17, 2021, the City Council appropriated $18,900 for the Market Study. It is now recommended that the City approve an Agreement with Magellan Advisors, LLC (Magellan) to complete the Market Study. Magellan previously prepared the City’s Broadband Strategic Plan, as well as similar plans for the Cities of Oxnard and Ventura, and is currently also providing similar services to the County of Ventura. A Meet-Me Room houses servers that act as a hub for telecommunications service providers, from which expanded services across the community and region could commence. The location of the new Moorpark City Library building on High Street is uniquely suited for a Meet-Me Room because of its close proximity to numerous long- haul fiber-optic lines located within the railroad right-of-way. Users of Meet-Me Rooms would rent space within it, which would represent a revenue stream for the City that may completely offset the costs of constructing it. Staff has conducted meetings with Magellan and CWA AIA, the architectural firm retained to design the Moorpark City Library project, to identify the design considerations for a Meet-Me Room as part of the project. The cost to construct it will likely be in the hundreds of thousands of dollars. To minimize the risk of constructing a Meet-Me Room that would not be used, staff and the Broadband Strategic Plan recommend that a Market Study be conducted to determine interest in renting space in the Meet-Me Room before the City commits or does not commit to constructing it. Item: 10.D. 118 Honorable City Council 03/17/2021 Regular Meeting Page 2 DISCUSSION Because of its numerous active clients in the Ventura County region, Magellan is uniquely qualified to complete this Market Study. In addition to its ongoing work for Ventura County, the City of Oxnard, and the City of Ventura, Magellan Advisors prepared Moorpark’s Broadband Strategic Plan, is an active member of the Broadband Consortium | Pacific Coast (of which the City is also a member) and has numerous contacts and experience with Internet Service Providers operating in the Southern California region. As such, staff recommends retaining Magellan to complete the Market Study. Magellan’s proposal (Attachment) anticipates a four-month process consisting of three phases: 1) Market Study Research: Magellan will study the market for Meet-Me Rooms to evaluate the effects of a Meet-Me Room on City operations and telecommunications needs, the anticipated impacts on Moorpark businesses and residents, and determine fair market value and other community benefits of a Meet-Me Room. 2) RFI Development & Industry Engagement: Magellan will prepare a Request for Information, with City staff involvement, and distribute the RFI to industry contacts to gauge the demand for such a facility and to understand the market value of the space within a Meet-Me Room. 3) RFI Response Evaluation and ROI Analysis: Magellan and City staff will review responses and participate in interviews with interested parties, and then evaluate responses to more precisely identify how a Meet-Me Room will contribute to the City’s broadband vision and goals, as well as the role it might play in a larger vision of a Countywide network that is currently a focus of Ventura County’s efforts in the broadband space. Additionally, Magellan will conduct a Return-on- Investment (ROI) analysis to help determine the financial viability and potential profitability of a Meet-Me Room. Ultimately, the goal of the overall Market Study is to determine whether the City should proceed with building a Meet-Me Room as part of its Moorpark City Library project. FISCAL IMPACT None. Funding for the study was previously approved by the City Council on February 17, 2021. COUNCIL GOAL COMPLIANCE This action is consistent with City Council Strategy 5, Goal 2, Objective 1 (5.2.1): “Conduct study of commercial broadband in City to a) identify infrastructure currently in 119 Honorable City Council 03/17/2021 Regular Meeting Page 3 place; b) identify gaps in the current infrastructure and; c) recommend actions to improve infrastructure, determine funding needs, evaluate options to provide funding, and evaluate other actions needed to achieve desired level of commercial broadband services within the City.” STAFF RECOMMENDATION Approve an Agreement with Magellan Advisors, LLC for preparation of a Market Study for a Meet-Me Room at the Moorpark City Library, subject to final language approval of the City Manager. Attachment: Agreement with Magellan Advisors, LLC (includes Exhibit B) 120 ATTACHMENT AGREEMENT BETWEEN THE CITY OF MOORPARK AND MAGELLAN ADVISORS, LLC FOR PREPARATION OF A MARKET STUDY FOR A MEET-ME ROOM AT THE MOORPARK CITY LIBRARY THIS AGREEMENT, made and effective as of this _________ day of ________________________, 2021, between the City of Moorpark, a municipal corporation (“City”) and MAGELLAN ADVISORS, LLC, a limited liability corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, on October 12, 2020, the City Council adopted a Broadband Strategic Plan that recommended preparation of a Market Study for a Meet-Me Room at the Moorpark City Library; and WHEREAS, on February 17, 2021, the City Council appropriated $18,900 for preparation of said Market Study; and WHEREAS, Consultant specializes in providing such broadband consulting services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, Consultant has submitted to City a Proposal dated December 21, 2020, which is attached hereto as Exhibit C. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows: 1. TERM The term of this Agreement shall be from the date of execution to completion of the work identified in the Scope of Services and in conformance with Exhibit B, unless this Agreement is terminated or suspended pursuant to this Agreement. 2. SCOPE OF SERVICES City does hereby retain Consultant, as an independent contractor, in a contractual capacity to prepare a Market Study for a Meet-Me Room at the Moorpark City Library, as set forth in Exhibit B. In the event there is a conflict between the provisions of Exhibit B and this Agreement, the language contained in this Agreement shall take precedence. Consultant shall perform the tasks described and set forth in Exhibit B. Consultant shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit B. Compensation for the services to be performed by Consultant shall be in accordance with Exhibit B. Compensation shall not exceed the rates or total contract 121 Magellan Advisors LLC Page 2 of 21 value of eighteen thousand and nine hundred dollars ($18,900.00) as stated in Exhibit B, without a written amendment to the Agreement executed by both parties. Payment by City to Consultant shall be in accordance with the provisions of this Agreement. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. MANAGEMENT The individual directly responsible for Consultant’s overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Consultant shall be MR. JORY WOLF, and no other individual may be substituted without the prior written approval of the City Manager. The City’s contact person in charge of administration of this Agreement, and to serve as principal liaison between Consultant and City, shall be the City Manager or the City Manager’s designee. 5. PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to vendors. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, based upon actual time spent on the above tasks. This amount shall not exceed eighteen thousand and nine hundred dollars ($18,900.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Consultant shall not be compensated for additional services rendered in connection with its performance of this Agreement, unless such additional services and compensation are authorized, in advance, in a written amendment to the agreement executed by both parties. The City Manager, if authorized by City Council, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement. Consultant shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager. If the City disputes any of Consultant’s fees or expenses it shall give written notice to Consultant within thirty (30) days of receipt of any disputed fees set forth on the invoice. 122 Magellan Advisors LLC Page 3 of 21 6. TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. The Consultant may terminate this Agreement only by providing City with written notice no less than thirty (30) days in advance of such termination. In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City. Upon termination or suspension of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to this Agreement. 7. DEFAULT OF CONSULTANT The Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall not be considered a default. If the City Manager or the City Manager’s designee determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have seven (7) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. LIQUIDATED DAMAGES [This section intentionally left blank.] 9. OWNERSHIP OF DOCUMENTS Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the 123 Magellan Advisors LLC Page 4 of 21 performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or the City’s designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of two (2) years after receipt of final payment. Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant’s office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 10. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents (“City Indemnitees”) from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance of its obligations under this Agreement or out of the operations conducted by Consultant, including the City’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels’ fees incurred in defense of such claims. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this Section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this Agreement or this Section. 124 Magellan Advisors LLC Page 5 of 21 City does not and shall not waive any rights that it may have against Consultant by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section. 11. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full. 12. INDEPENDENT CONSULTANT Consultant is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 13. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 14. ANTI DISCRIMINATION Neither the Consultant, nor any subconsultant under the Consultant, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, 125 Magellan Advisors LLC Page 6 of 21 age, sexual orientation, or military and veteran status of such person; or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code. The Consultant shall have responsibility for compliance with this Section, if applicable [Labor Code Sec. 1735]. 15. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City will receive compensation, directly or indirectly from Consultant, or any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 16. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement. 17. CONFLICT OF INTEREST Consultant covenants that, if they or any officer or principal of their firm have any interests, or if they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder, Consultant shall immediately notify the City, in writing, informing the City of the nature of the contract, prior to commencing with any work or entering into such contract. If the City determines a potential conflict of interest, the City may assign work related to the conflict of interest to an alternate consultant or terminate this agreement. 18. NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: To: City Manager City of Moorpark 799 Moorpark Ave. Moorpark, CA 93021 126 Magellan Advisors LLC Page 7 of 21 To: John Honker Magellan Advisors LLC 450 Alton Road 1402 Miami, FL 33139 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. 19. CHANGE IN NAME Should a change be contemplated in the name or nature of the Consultant’s legal entity, the Consultant shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents. 20. ASSIGNMENT Consultant shall not assign this Agreement or any of the rights, duties or obligations hereunder. It is understood and acknowledged by the parties that Consultant is uniquely qualified to perform the services provided for in this Agreement. 21. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 22. VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 23. COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 24. ENTIRE AGREEMENT 127 Magellan Advisors LLC Page 8 of 21 This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. 25. CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof. 26. AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement. 27. PRECEDENCE In the event of conflict, the requirements of the City’s Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Consultant’s Proposal. 28. INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared. 29. WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the waiver. 30. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of obligations hereunder. 128 Magellan Advisors LLC Page 9 of 21 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF MOORPARK MAGELLAN ADVISORS LLC __________________________________ __________________________________ Troy Brown, City Manager John Honker, President & CEO Attest: __________________________________ Ky Spangler, City Clerk 129 Magellan Advisors LLC Page 10 of 21 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office (ISO) “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant’s employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability for each such person. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 aggregate. 130 Magellan Advisors LLC Page 11 of 21 Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of A- or better and a minimum financial size of VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and the City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 and CG 2037 with edition acceptable to the City. Consultant also agrees to require all contractors and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant’s employees, or agents, from waiving the right to subrogation prior to a loss. Consultant agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City’s protection without the City’s prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant’s general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any 131 Magellan Advisors LLC Page 12 of 21 premium so paid by the City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at the City’s option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Consultant, provide the same minimum insurance required of Consultant. 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 section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City. If Consultant’s existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time, the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant 90 days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to the City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with an insurance 132 Magellan Advisors LLC Page 13 of 21 requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until the City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17. The provisions of any Workers’ Compensation or similar act will not limit the obligations of Consultant under this Agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this Agreement. The 133 Magellan Advisors LLC Page 14 of 21 City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the City. 134 CITY OF MOORPARK Meet-Me-Room Market Study & RFI Consulting Prepared for: Brian Chong Assistant to the City Manager City of Moorpark BChong@MooparkCA.gov 799 Moorpark Avenue Moorpark, CA 93021 Prepared by: Jory Wolf VP of Digital Innovation Magellan Advisors jwolf@magellanadvisors.com 818-312-7768 www.magellan-advsors.com PROPOSAL Page 15 of 21 EXHIBIT B 135 W W W .MAG ELLAN -ADVISORS . C O M 2 TRANSMITTAL LETTER December 21, 2020 Brian Chong Assistant to the City Manager Dear Brian, Magellan Advisors is pleased to submit this proposal to assist the City of Moorpark with a Meet-Me-Room (MMR) Market Study & RFI. As Moorpark begins to implement the Broadband Strategic Plan conducted in partnership with Magellan, understanding the value that a MMR can bring is a key next step for the City to meet the plan’s goals and objectives. We believe incorporating the MMR into the City’s new library & civic center space is a strategic investment that will bring increased options for broadband and renewed interest in Moorpark as the crossroads of Ventura County. Our goal during this Market Study & RFI process is to assess interest in the use of such an asset from the telecommunications industry, determine fair market rates for the use of the MMR, an d assist the City with evaluating additional benefits that the MMR could bring. Our consultants will work with you to create a tailored RFI, promote it among the industry, and evaluate responses, as well as developing a Market Study of similar facilities to understand revenue potential. We will also be available to consult with your architect and City staff as building plans are created to be sure that design considerations for the MMR are included in the planning process. We are committed to Moorpark’s broadband and economic development goals and look forward to working with you once again on this project, which we believe will lead to new broadband investments and an opportunity to attract tech-focused, high-paying jobs to the City. Magellan looks forward to continuing to be Moorpark’s trusted partner as you embark on this exciting initiative. If you have any questions or we can be of assistance in any way, please feel free to con tact me with any questions or comments. You can reach me directly at 818 -312-7768 or Jwolf@magellan - advisors.com . Sincerely, Jory Wolf VP of Digital Innovation, Magellan Advisors Page 16 of 21 136 W W W .MAG ELLAN -ADVISORS . C O M 3 ABOUT MAGELLAN ADVISORS Magellan Advisors is the leading turnkey engineering and construction management firm specializing in communications infrastructure for municipalities, utilities and cooperatives. We specialize in building broadband, fiber, wireless and related infrastructure for local governments across the US. With over 16 years in business and over 400 municipal clients, Magellan provides turnkey broadband deployment services to build networks that enhance communities and make them competitive in the digital economy. We maintain experts across all aspects of developing networks, from feasibility studies, financial planning and grant development, to engineering design, project and construction management, to ope rations and management of live broadband networks. Our staff is composed of broadband, telecom, government and utility professionals that have been on the front lines of deploying fiber and wireless services for their organizations. Our turnkey services allow our clients to maintain a single partner that fulfills every aspect of planning and deploying next generation infrastructure, with seasoned experts guiding their deployments every step of the way. Our success is based on our clients’ success and we have managed the deployment of over 50 communications and broadband networks across the US. In every case, these networks are performing to plan, meeting financial goals and achieving community needs. We are only successful when our clients are successful, and we live by their success. OUR TURNKEY FIBER & WIRELESS SOLUTIONS Page 17 of 21 137 W W W .MAG ELLAN -ADVISORS . C O M 4 MAGELLAN’S WEST COAST CUSTOMERS (Full list on request) FEASIBILITY STUDYFIBER MASTER PLANBROADBAND BUSINESS PLANGRANT DEVELOPMENTPARTNERSHIP DEVELOPMENTBROADBAND POLICYENGINEERING DESIGNPERMITTINGPROCUREMENTCONSTRUCTION MANAGEMENTINSPECTIONS & CLOSE-OUTSTARTUP & LAUNCHOPERATIONS & MANAGEMENTSALES & MARKETINGBROADBAND EXPANSIONCUSTOMER STATE TYPE Alameda County CA County ● City of Carlsbad CA City ●● City of Chula Vista CA City ●● City of Concord CA City ●● City of Davis CA City ●● City of Fairfield CA City ●● Ferry County WA County City of Glendale CA City ●● City of Hayward CA City ●● City of Hidden Hiils CA city ● City of Huntington Beach CA City ● City of Inglewood CA City ●● Jefferson Public Utility District WA Electric Utility ●●●●● City of La Mesa CA City ●● City of Lodi CA Electric Utility ●●●● City of Manhattan Beach CA City ●● Marin County CA County ●● Marion County OR County ●●●●●● City of Mission Viejo CA City ●● Napa County CA County ●●● Navajo Nation NM Tribal Organization ●●● City of Oxnard CA City ●● City of Paso Robles CA City ● Pierce County WA County ●●●●● Pima Association of Gvts AZ Regional Organization ● City of Rancho Cucamonga CA City ●●●●●●● City of Rancho Santa Fe CA City ●● City of Sacramento CA City ● City of San Leandro CA City ●● City of Santa Ana CA City ●● City of Santa Clarita CA City ●●● Town of Skykomish WA Town ●●● Sonoma County CA County ●●● South Bay COG CA Regional Organization ●●●●●●●● City of Stockton CA City ● City of Ventura CA City ●● Ventura County CA County ●●● City of Walla Walla WA City ●●● City of West Hollywood CA City ●●● City of West Sacramento CA City ●● Whitman County WA County ●●● City of Winters CA City ●● Yolo County CA County ●●● BROADBAND PLANNING ENGINEERING TURNKEY IMPLEMENTATION MagellanADVISORS MagellanADVISORS Page 18 of 21 138 W W W .MAG ELLAN -ADVISORS . C O M 5 YOUR PROJECT TEAM JORY WOLF VP of Digital Innovation: Project Executive Jory joined Magellan after 22 years as CIO of the City of Santa Monica, CA where he launched Santa Monica City Wi-Fi, which provides free internet services to the public through a network of 32 hot zones and wireless coverage in most major commercial and transit corridors throughout the city. He created Santa Monica City Net, a 100- gigabit broadband initiative to support an environment for local businesses to compete in the global economy with cutting edge network solu tions. Jory has over 35 years of experience in Information Technology, including broadband, FTTH and Smart City initiatives. Jory and his teams have received over 50 awards for information technology projects during his career and in 2012 he received the C IO Lifetime Achievement Award from the Los Angeles Business Journal. Since joining Magellan Advisors in July 2016, Jory has led teams that have worked on 50+ government projects in broadband master planning, feasibility studies, wireless strategic planning, 5G small cell policies, dig once policies and smart city. PRESTON YOUNG Senior Broadband Consultant: Project Manager Preston Young has many years of experience in the telecom industry, specializing in program management of large-scale fiber optic construction over builds. He has experience managing many projects of all sizes, working with major telecom and wireless providers in managing all aspects of the projects including contract management, budget analysis, high-level design, low-level design, construction, milestone reporting, and government and municipality management. Preston is a very detailed program manager with a tenacious quest for success and learning, results driven leadership and analytical thinking. He thrives on efficient on-time projects that meet or are under budget. MELANIE DOWNING Project Management Analyst Melanie has a background in technical communication and has extensive experience coordinating, researching, and implementing projects across a variety of fields from defense contracts to small business plans. Prior to joining Magellan in 2018, she worked in healthcare management and consulting and was a graduate student at the University of Central Florida studying technical communication in technology and public policy. In her current role as Project Management Analyst, she supports Magellan’s West Coast team, assisting more than 40 local governments across California, Oregon, and Washington with broadband initiatives. Melanie coordinates project-related data including the development and completion of scopes of work, timelines, milestones, deliverables, project tasking, and quality control, helping to ensure the success of our clients’ communities. Page 19 of 21 139 W W W .MAG ELLAN -ADVISORS . C O M 6 SCOPE OF WORK TASK 1. MEET -ME-ROOM MARKET STUDY Magellan’s team will perform a market study to gain an understanding of the potential benefits of having a MMR in Moorpark including revenue and other considerations such as decreased costs for City telecommunications needs, strategic connection to a larger Countywide network, and increasing the availability of broadband options for Moorpark’s businesses and residents. We will evaluate MMRs in similar locations to Moorpark for comparison. The findings of this study will provide a benchmark against which we can measure RFI responses to determine fair market value and other community benefits for the use of the MMR. TASK 2. MEET -ME-ROOM RFI DEVELOPMENT & INDUSTRY ENGAGE MENT Magellan will guide and assist the City’s team in developing a n RFI to be distributed among entities within the region who may be interested in the use of an MMR in Moorpark. Using our experience and known best practices, Magellan will work with the City for the City to develop content that will solicit responses from telecommunications providers to gauge the demand for such a facility and to understand the value of the space. We will draft the RFI to be reviewed by the City’s team and will work with purchasing to distribute the document to our industry contacts to ensure responsiveness. TASK 3. RFI RESPONSE EV ALUATION & ROI ANALYSIS Magellan will assist the City in answering questions from potential respondents, including assisting the City if they choose to conduct a Q&A session with interested parties. Upon receipt of the RFI responses, Magellan’s team will evaluate responses received to identify how the MMR will contribute to the City’s broadband vision, as well as the role it might play in the larger vision of a Countywide network. This evaluation will allow us to conduct an ROI analysis that will determine whether Moorpark shoul d proceed with building the MMR based on the costs and benefits of the effort. We will advise the City on whether and how to proceed with building the MMR, including considerations for how costs might be shared with users of the MMR. Page 20 of 21 140 W W W .MAG ELLAN -ADVISORS . C O M 7 PROJECT SCHEDULE Month 1 Month 2 Month 3 Month 4 Task Meet-Me-Room Market Study ◆ RFI Development & Industry Engagement ◆ ◆ RFI Response Evaluation & ROI Analysis ◆ ◆ Project Management & Meetings ◆ ◆ ◆ ◆ PRICING The total cost to the City of Moorpark for the MMR Market Study & RFI is $18,900 and includes all work to be completed by Magellan as stated in this Proposal. Magellan will bill the City upon completion of each proposal task . Magellan will bill on the first day of the month for the current month’s services. Travel and incidental expenses are not anticipated for this project. Invoices are payable on net 30 terms from the date of invoice. Description Cost Meet -Me-Room Market Study 15 $3,150 RFI Development & Industry Engagement 20 $4,200 RFI Response Evaluation & ROI Analysis 4 0 $8,400 Project Management & Meetings 1 5 $3,150 Total for Services 90 $18,900 MagellanADVISORS MagellanADVISORS Page 21 of 21 141