HomeMy WebLinkAbout000713 Original ContractCity of Port Angeles
Record #000713
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
CITY OF PORT ANGELES
AND
Columbia Telecommunications Corporation (CTC).
RELATING TO: Cable Television Franchise Renewal
THIS AGREEMENT is made and entered into this Q� _ day of
2013, by and between THE CITY OF PORT ANGELES, a non -charter code city ofqhe State of
Washington, (hereinafter called the "CITY") and Columbia Telecommunications Corporation
(CTC), a professional services firm located in Maryland (hereinafter called the
"CONSULTANT").
WHEREAS, the CITY desires professional services related to the renewal of its Cable
Television Franchise; and
WHEREAS, the CITY desires to engage the professional services and assistance of a qualified
consulting firm to perform the scope of work as detailed in Exhibit A, and
WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the
State of Washington for professional registration and/or other applicable requirements, and
WHEREAS, the CONSULTANT represents that it has the background, experience, and ability
to perform the required work in accordance with the standards of the profession, and
WHEREAS, the CONSULTANT represents that it will provide qualified personnel and
appropriate facilities necessary to accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms, conditions,
covenants, and agreements set forth below, the parties hereto agree as follows:
6*01:2
The scope of professional services to be performed by the CONSULTANT shall be as detailed
in the attached Exhibit A and shall include all services and material necessary to accomplish
the work.
The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the
CONSULTANT shall make such changes as may be required by the CITY. Such changes
shall not constitute "Extra Work" as related in Section XII of this Agreement.
The CONSULTANT agrees that all services performed under this Agreement shall be in
accordance with the standards of the profession and in compliance with applicable federal,
state and local laws.
The Scope of Work may be amended upon written approval of both parties.
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Upon completion of the work, all documents, exhibits, photographic negatives, or other
presentations of the work shall become the property of the CITY for use without restriction and
without representation as to suitability for reuse by any other party unless specifically verified
or adapted by the CONSULTANT. However, any alteration of the documents, by the City or by
others acting through or on behalf of the City, will be at the City's sole risk.
Each party shall designate its representatives in writing. The CONSULTANT'S representative
shall be subject to the approval of the CITY.
I klri 11 IT, 1 *012:2 :11 S 9101 Alk if, F-Xill us]
The CONSULTANT may begin work upon execution of this Agreement by both parties and the
duration of the Agreement shall extend through May 31, 2017. The work shall be completed in
accordance with the schedule set forth in the attached Exhibit C.
V PAYMENT
The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such
payment shall be full compensation for actual work performed, services rendered, and all
labor, materials, supplies, equipment and incidentals necessary to complete the work.
A. Payment shall be on the basis of the CONSULTANT'S standard billing rates as set forth in
proposal from CTC dated 1/27/2014 (attached) multiplied by the actual hours worked, cost
for actual labor, overhead and profit plus CONSULTANT'S direct non -salary reimbursable
costs as set forth in the attached proposal. Hours detailed in Exhibit B are the maximum
that will be paid for each task. If actual hours are less or if tasks are completed by City
staff, then only actual hours or tasks completed will be compensated.
B. The CONSULTANT shall submit invoices to the CITY per schedule in Exhibit B. Invoices
shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts
and invoices the non -salary direct costs; shall indicate the specific task or activity in the
Scope of Work to which the costs are related; and shall indicate the cumulative total for
each task.
C. The CITY shall review the invoices and make payment for the percentage of the project
that has been completed less the amounts previously paid.
D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event
of a disputed billing, only the disputed portion will be withheld from payment.
E. Final payment for the balance due to the CONSULTANT will be made after the completion
of the work and acceptance by the CITY.
F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as
agreed to by the parties in writing.
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Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation
and reimbursement under this Agreement, including labor, direct non -salary reimbursable
costs and outside services, shall not exceed the maximum sum of $76,850. The budget for
each task is as set forth in the attached Exhibit B. Budgets for task(s) may be modified upon
mutual agreement between the two parties, but in any event, the total payment to
CONSULTANT shall not exceed $76,850. Nothing contained in this agreement shall be
construed as (1) binding the City to expend in any one calendar year any sum in excess of
appropriations made by the City in its budget process for the purposes of this agreement for
that calendar year or (2) obligating the City to further expenditure of money in excess of such
appropriations.
The relation created by this Agreement is that of owner -independent contractor. The
CONSULTANT is not an employee of the City and is not entitled to the benefits provided by
the City to its employees. The CONSULTANT, as an independent contractor, has the authority
to control and direct the performance of the services. The CONSULTANT shall assume full
responsibility for payment of all Federal, State, and local taxes or contributions imposed or
required, including, but not limited to, unemployment insurance, Social Security, and income
tax.
Vill EMPLOYMENT
Employees of the CONSULTANT, while engaged in the performance of any work or services
under this Agreement, shall be considered employees of the CONSULTANT only and not of
the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said
employees while so engaged, and any and all claims made by a third party as a consequence
of any negligent act or omission on the part of the CONSULTANT'S employees while so
engaged, on any of the work or services provided to be rendered herein, shall be the sole
obligation and responsibility of the CONSULTANT.
In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY
employee without the City's written consent.
The CONSULTANT shall conduct its business in a manner, which assures fair, equal and
non-discriminatory treatment of all persons, without respect to race, creed or national origin, or
other legally protected classification and, in particular:
A. The CONSULTANT shall maintain open hiring and employment practices and will welcome
applications for employment in all positions, from qualified individuals who are members of
minorities protected by federal equal opportunity/affirmative action requirements; and,
B. The CONSULTANT shall comply with all requirements of applicable federal, state or local
laws or regulations issued pursuant thereto, relating to the establishment of non
discriminatory requirements in hiring and employment practices and assuring the service
of all persons without discrimination as to any person's race, color, religion, sex, Vietnam
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era veteran status, disabled veteran condition, physical or mental handicap, or national
origin.
A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement
without the written consent of the CITY.
B. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT
for work to be performed pursuant to a subcontract, including procurement of materials
and equipment, each potential subconsultant or supplier shall be notified by the
CONSULTANT of CONSULTANT'S obligations under this Agreement, including the
nondiscrimination requirements.
XI CHANGES IN WORK
Other than changes directed by the CITY as set forth in Section I above, either party may
request changes in the scope of work. Such changes shall not become part of this Agreement
unless and until mutually agreed upon and incorporated herein by written amendments to this
Agreement executed by both parties.
The CITY may desire to have the CONSULTANT perform work or render services in
connection with this project, in addition to the scope of work set forth in Exhibit A and minor
revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and
shall be addressed in a written supplement to this Agreement. The CITY shall not be
responsible for paying for such extra work unless and until the written supplement is executed
by both parties.
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A. The CITY may terminate this Agreement at anytime upon not less than ten (10) days
written notice to the CONSULTANT. Written notice will be by certified mail sent to the
CONSULTANT'S designated representative at the address provided by the
CONSULTANT.
B. In the event this Agreement is terminated prior to the completion of the work, a final
payment shall be made to the CONSULTANT, which, when added to any payments
previously made, shall compensate the CONSULTANT for the percentage of work
completed.
C. In the event this Agreement is terminated prior to completion of the work, documents that
are the property of the CITY pursuant to Section 11 above, shall be delivered to and
received by the CITY prior to transmittal of final payment to the CONSULTANT.
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CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and
volunteers harmless from any and all claims, injuries, damages, losses or suits including
attorney fees, arising out of or resulting from the negligent acts, errors or omissions of the
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CONSULTANT in performance of this Agreement, except for injuries and damages caused by
the sole negligence of the CITY.
The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and
costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by
third parties for property damage and bodily injury, including death, caused solely by the
negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with
the work performed under this Agreement.
If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified
above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense
shall be shared between the CONSULTANT and the CITY in proportion to their relative
degrees of negligence or willful misconduct and the right of indemnity shall apply for such
proportion.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the
CONSULTANT, the CITY, and the officers, officials, employees, and volunteers of either, the
CONSULTANT'S liability hereunder shall be only to the extent of the CONSULTANT'S
negligence. It is further specifically and expressly understood that the indemnification provided
herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. The provisions of this section shall survive the expiration or
termination of this Agreement. However, the CONSULTANT expressly reserves its rights as a
third person set forth in RCW 51.24.035.
XV INSURANCE
The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the CONSULTANT, its agents,
representatives, employees or subcontractors.
No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement
shall not be construed to limit the liability of the CONSULTANT to the coverage provided by
such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or in
equity.
Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute
a material breach of contract, up which the City may, after giving five business days notice to
the CONSULTANT to correct the breach, immediately terminate the Agreement, or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sum so expended to be repaid to the City on demand, or at the sole
discretion of the City, offset against funds due the CONSULTANT from the City.
A. Minimum Scope of Insurance
CONSULTANT shall obtain insurance of the types described below:
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1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles.
Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage; and,
2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01
and shall cover liability arising from premises, operations, independent contractors, and
personal injury and advertising injury. The City shall be named as an insured under the
CONSULTANT'S Commercial General Liability insurance policy with respect to the work
performed for the City; and,
3. Workers' Compensation coverage as required by the Industrial Insurances laws of the State
of Washington; and
4. Professional Liability insurance appropriate to the CONSULTANT'S profession.
B. Minimum Amounts of Insurance
CONSULTANT shall maintain the following insurance limits:
1 Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability, Professional Liability and Commercial General Liability insurance:
1 The CONSULTANT'S insurance coverage shall be primary insurance as respect
the City. Any insurance, self-insurance, or insurance pool coverage maintained
by the City shall be excess of the CONSULTANT'S insurance and shall not
contribute with it.
2. The CONSULTANT shall provide the City and any additional insureds with
written notice of any policy cancellation, within two business days of their receipt
of such notice.
3. Any payment of deductible or self-insured retention shall be the sole
responsibility of the CONSULTANT.
4. The CONSULTANT'S insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or
suit is brought, except with respects to the limits of the insurer's liability.
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City of Port Angeles Utility Cost of Service Studies
A
The following scope of services has been agreed upon by the City or Port Angeles and
Columbia Telecommunications Corporation (CTC) for the Cable Television Franchise
Renewal. The scope of services has been separated into tasks proposed to be
completed between 2014 - 2018 if funds are appropriated in the City's approved budget.
The services to be provided do not require a licensed professional engineer.
The following tasks will be completed with the purpose of protecting the City's rights
under the Cable Television Act of 1984, as amended:
Manage Franchise Renewal Process:
a. Develop overall renewal plan — In conjunction with City staff, review
detailed tasks, time lines, and strategy.
b. Review documents and identify State/Federal law requirements and
Ordinance amendments.
c. Manage renewal process — In conjunction with City staff, on-going
processes through the life of the project.
2. Technical Inspection and Testing (compliance with current Franchise and
Regulations):
a. Review all provided Franchisee documentation — Shall collect, review, and
analyze documentation since 2002.
b. Inspection of broadband cable plant, headend & facilities — Comply with
Franchise and ensue system is in good repair.
c. Spot performance checks with a minimum of 3 subscribers/locations.
d. Visual cable plant inspection — Comply with Franchise and ensue system is
in good repair.
e. Test Emergency Alert System (EAS) capability — Comply with Franchise
and all applicable laws and ordinances.
f. Review Institutional Network (I -Net) system for improvements / fiber
backbone — Assess current agreements and look at opportunities to
enhance service and reliability.
g. Review Metropolitan Area Network (MAN) service agreement and Wireless
Mobile Data System Internet Service Provider agreement — Assess current
agreements and look at opportunities to enhance service and reliability.
h. Prepare technical report — Prepare a detailed written report including an
executive summery. This report can be included as part of the detailed
report in task 3.e.
i. Present findings and recommendations at Council meeting (see Task 3.e.).
3. Identify Current and Future Needs and Interests:
a. Prepare and conduct focus groups (11 general and 1 business, or 2
general).
City of Port Angeles Utility Cost of Service Studies
b. Prepare and conduct focus meeting with City Council.
c. Prepare and conduct focus meeting with key community leaders
(representatives of each of the City's five departments, representatives of
outside agencies such as Port Angeles School District, Peninsula College,
Port of Port Angeles, and Olympic Medical Center).
d. General Public on-line survey — The on-line survey will assess the cable
operator's past performance, installation service, and repair service. The
survey will also explore future cable -related needs and interests, including
public, educational, and governmental access, program feeds, network
channel capacity, and interconnection to other cable systems and
networks. The survey shall examine the perceptions, attitudes, needs and
interests of subscribers and non -subscribers related to the Cable
Operator's customer service, commercial programming offered, and public,
educational, and governmental programming offered.
e. Prepare and present information and analysis report — Prepare a detailed
written report including an executive summary. The report shall detail how
the Franchisee has performed under the current agreement, and identify
potential future uses of the cable system to include current trends and
technological changes that have and will occur in the future in video, voice
and data, and recommendations about requirements needed to upgrade
the cable system and services to state-of-the-art. The report shall also
identify key issues that may exist in the event the next Franchise
Ordinance does not have a continuing and substantially similar institutional
network. The Consultants shall deliver and present its report to the City,
City Council, Utility Advisory Committee, and Cable Operator, and be
prepared to explain and defend its findings and conclusions.
4. Identify Franchise Renewal Goals, develop positions, assist with drafting
ordinances and Franchise Agreement:
a. Identify goals and positions based on the technical reviews and the
outcomes of the community needs and wants.
b. Draft any needed ordinances and Franchise Agreement complying with
outcomes of the technical review and the needs and wants of the
community.
5. Participate in informal Franchise Renewal negotiations, finalize Franchise
Agreement under requirements of New Cable Ordinances:
a. Request formal agreement.
b. Evaluate the Cable Operator's formal agreement and make
recommendations to the City to either accept or to not accept within 4
months of receiving the formal agreement.
c. Assist the City in a concurrent informal process, including helping the City
to be in control of the informal process.
d. Assist City in any negotiations.
e. Final Franchise Agreement and Ordinance(s).
2
City of Port Angeles Utility Cost of Service Studies
City of Port Angeles Utility Cost of Service Studies
Task
Fees
Expenses
Totals
1 Manage Franchise Renewal Process
Review all provided Wave documentation.
b
a Develop overall renewal plan.
$3,600
$800
$4,400
b Review documents and identify State/Federal
$1,500
Spot performance checks with a minimum of 3
$1,500
law requirements and Ordinance amendments.
subscribers.
d
c Manage renewal process.
$6,000
$1,600
$7,600
f
Task 1 not -to -exceed
$13,500
backbone
Subtotal
g
2 Technical Inspection and Testing
(Compliance with current Franchise and
$19,500
Regulations)
a
Review all provided Wave documentation.
b
Inspection of Broadband cable plant, headed,
$1,600 $1,600
and facilities.
c
Spot performance checks with a minimum of 3
subscribers.
d
Visual cable plant inspection
e
Test Emergency Alert System (EAS) capability.
f
Review I -Net system for improvements/fiber
backbone
g
Review MAN service agreement and Wireless
Mobile Data System Internet Service Provider
agreement.
h
Prepare technical report
i
Present findings and recommendations at
$1,600 $1,600
Council meeting
Task 2 not -to -exceed $22,700
Subtotal
3 Identify Current and Future Needs and Interests
a Prepare and conduct focus groups - 1 general $2,400 $1,800 $4,200
public and 1 business (or 2 general)
b Prepare and conduct meeting with City Council. $1,100 $1,100
c Prepare and conduct meeting with Technical $1,100 $1,100
Committee (see RFP).
d General Public on-line survey. $2,400 $2,400
e Prepare and present Information and Analysis $3,000 $3,000
Report.
(e continued) $4,800 $4,800
Task 3 not -to -exceed $16,600
Subtotal
IV,
City ofPort Angeles Utility Cost ofService Studies
Identify Franchise Renewal Goals, Develop $5.250 $5'250
4 Positions,
Assist with drafting Ordinances and Franchise
Agreement.
Task 4not-tn-exneed $5'250
Subtotal
Participate |nInformal Franchise Renewal $16'800 $2.000 $18'800
5 Negotiations,
Finalize Franchise Agreement under
requirements
Ofnew Cable Ordinances.
Task $18'800
Subtotal
TOTAL $76850
City of Port Angeles Utility Cost of Service Studies
154-IT-T-Wrom MIM
Cable operator franchise renewal request (Required
between 30-36 months before franchise expiration).
City commences community cable -related
proceeding (Required within 6 months of renewal
request).
Identify municipality / community cable -related
needs and review cable operator's past
performance.
Cable -related community needs and interests
assessment report.
City requests formal franchise proposal.
Cable operator submits formal franchise proposal.
Utility Advisory Committee considers formal
proposal.
City Council rejects or adopts formal proposal (within
4 months of receiving formal franchise proposal).
Expiration of May 31, 2002 franchise ordinance.
6
No earlier than May 31, 2014
No later than Nov 30, 2014
No earlier than Nov 30, 2014
No later than May 31, 2015
No earlier than Jun 30, 2015
No later than Nov 30, 2015
June 30, 2015
July 14, 2015
February 16, 2017
May 9, 2017
May 16, 2017
May 31, 2017
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
CITY OF PORT ANGELES
AND
Columbia Telecommunications Corporation (CTC).
U-4111riv"IffiIIIIII 1111 !1111 � 11!11IIIII�I�Iri M.
THIS AGREEMENT is made and entered into this day of_
State of
0' [2
2013, by and between THE CITY OF PORT ANGELES, a non -charter ode �ityo h
Washington, (hereinafter called the "CITY") and Columbia Telecommunications Corporation
(CTC), a professional services firm located in Maryland (hereinafter called the
"CONSULTANT").
WHEREAS, the CITY desires professional services related to the renewal of its Cable
Television Franchise; and
WHEREAS, the CITY desires to engage the professional services and assistance of a qualified
consulting firm to perform the scope of work as detailed in Exhibit A, and
WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the
State of Washington for professional registration and/or other applicable requirements, and
WHEREAS, the CONSULTANT represents that it has the background, experience, and ability
to perform the required work in accordance with the standards of the profession, and
WHEREAS, the CONSULTANT represents that it will provide qualified personnel and
appropriate facilities necessary to accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms, conditions,
covenants, and agreements set forth below, the parties hereto agree as follows:
•111ANIA001-M.".
The scope of professional services to be performed by the CONSULTANT shall be as detai I
'I
in the attached Exhibit A and shall include all services and material necessary to accomplish
the work.
The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the
CONSULTANT shall make such changes as may be required by the CITY. Such changes
shall not constitute "Extra Work" as related in Section XII of this Agreement.
The CONSULTANT agrees that all services performed under this Agreement shall be in
accordance with the standards of the profession and in compliance with applicable federal,
state and local laws.
1111IM"170001
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Upon completion of the work, all documents, exhibits, photographic negatives, or other
presentations of the work shall become the property of the CITY for use without restriction and
without representation as to suitability for reuse by any other party unless specifically verified
or adapted by the CONSULTANT. However, any alteration of the documents, by the City or by
others acting through or on behalf of the City, will be at the City's sole risk.
Each party shall designate its representatives in writing. The CONSULTANT'S representative
shall be subject to the approval of the CITY.
kV�N1kh14L01 WIMS-TOMYNATMOP
The CONSULTANT may begin work upon execution of this Agreement by both parties and the
duration of the Agreement shall extend through May 31, 2017. The work shall be completed in
accordance with the schedule set forth in the attached Exhibit C.
The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such
payment shall be full compensation for actual work performed, services rendered, and all
labor, materials, supplies, equipment and incidentals necessary to complete the work.
A. Payment shall be on the basis of the CONSULTANT'S standard billing rates as set forth in
proposal from CTC dated 1/27/2014 (attached) multiplied by the actual hours worked, cost
for actual labor, overhead and profit plus CONSULTANT'S direct non -salary reimbursable
costs as set forth in the attached proposal. Hours detailed in Exhibit B are the maximum
that will be paid for each task. If actual hours are less or if tasks are completed by City
staff, then only actual hours or tasks completed will be compensated.
B. The CONSULTANT shall submit invoices to the CITY per schedule in Exhibit B. Invoices
shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts
and invoices the non -salary direct costs; shall indicate the specific task or activity in the
Scope of Work to which the costs are related; and shall indicate the cumulative total for
each task.
C. The CITY shall review the invoices and make payment for the percentage of the project
that has been completed less the amounts previously paid.
D. The CONSULTANT invoices are due and payable within 30 days of receipt, In the event
of a disputed billing, only the disputed portion will be withheld from payment.
E. Final payment for the balance due to the CONSULTANT will be made after the completion
of the work and acceptance by the CITY.
F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as
agreed to by the parties in writing.
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Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation
and reimbursement under this Agreement, including labor, direct non -salary reimbursable
costs and outside services, shall not exceed the maximum sum of $76,850. The budget for
each task is as set forth in the attached Exhibit B. Budgets for task(s) may be modified upon
mutual agreement between the two parties, but in any event, the total payment to
CONSULTANT shall not exceed $76,850. Nothing contained in this agreement shall be
construed as (1) binding the City to expend in any one calendar year any sum in excess of
appropriations made by the City in its budget process for the purposes of this agreement for
that calendar year or (2) obligating the City to further expenditure of money in excess of such
appropriations.
The relation created by this Agreement is that of owner -independent contractor. The
CONSULTANT is not an employee of the City and is not entitled to the benefits provided by
the City to its employees. The CONSULTANT, as an independent contractor, has the authority
to control and direct the performance of the services. The CONSULTANT shall assume full
responsibility for payment of all Federal, State, and local taxes or contributions imposed or
required, including, but not limited to, unemployment insurance, Social Security, and income
tax.
Employees of the CONSULTANT, while engaged in the performance of any work or services
under this Agreement, shall be considered employees of the CONSULTANT only and not of
the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said
employees while so engaged, and any and all claims made by a third party as a consequence
of any negligent act or omission on the part of the CONSULTANT'S employees while so
engaged, on any of the work or services provided to be rendered herein, shall be the sole
obligation and responsibility of the CONSULTANT.
In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY
employee without the City's written consent.
The CONSULTANT shall conduct its business in a manner, which assures fair, equal and
non-discriminatory treatment of all persons, without respect to race, creed or national origin, or
t1ther legally protected classification and, in particular:
B. The CONSULTANT shall comply with all requirements of applicable federal, state or local
laws or regulations issued pursuant thereto, relating to the establishment of non
discriminatory requirements in hiring and employment practices and assuring the service
of all persons without discrimination as to any person's race, color, religion, sex, Vietnam
CL 03-11 Professional Services Agreement Page 3 of 7
[01/31/14]
era veteran status, disabled veteran condition, physical or mental handicap, or national
origin.
A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement
without the written consent of the CITY.
B. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT
fM r work to •- performed • to a subcontract, including procurement • materials
and equipment, each potential subconsultant or supplier shall be notified by the
CONSULTANT of CONSULTANT'S obligations under this Agreement, including the
nondiscrimination *•
L74 FAI J1
Lei *1114,
Other than changes directed by the CITY as set forth in Section I above, either party may
request changes in the scope of work. Such changes shall not become part of this Agreement
unless and until mutually agreed upon and incorporated herein by written amendments to this
Agreement executed by both parties.
The CITY may desire to have the CONSULTANT perform work or render services in
connection with this project, in addition to the scope of work set forth in Exhibit A and minor
revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and
shall be addressed in a written supplement to this Agreement. The CITY shall not be
responsible for paying for such extra work unless and until the written supplement is executed
by both parties.
A. The CITY may terminate this Agreement at anytime upon not less than ten (10) days
written notice to the CONSULTANT. Written notice will be by certified mail sent to the
CONSULTANT'S designated representative at the address provided by the
CONSULTANT.
B. In the event this Agreement is terminated prior to the completion of the work, a final
payment shall be made to the CONSULTANT, which, when added to any payments
previously made, shall compensate the CONSULTANT for the percentage of work
completed.
C. In the event this Agreement is terminated prior to completion of the work, documents that
are the property of the CITY pursuant to Section 11 above, shall be delivered to and
received by the CITY prior to transmittal of final payment to the CONSULTANT.
CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and
volunteers harmless from any and all claims, injuries, damages, losses or suits including
attorney fees, arising out of or resulting from the negligent acts, errors or omissions of the
CL 03-11 Professional Services Agreement Page 4 of 7
(01/31/14)
CONSULTANT in performance of this Agreement, except for injuries and damages caused by
the sole negligence of the CITY.
The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and
costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by
third parties for property damage and bodily injury, including death, caused solely by the
negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with
the work performed under this Agreement.
If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified
above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense
shall be shared between the CONSULTANT and the CITY in proportion to their relative
degrees of negligence or willful misconduct and the right of indemnity shall apply for such
proportion.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the
CONSULTANT, the CITY, and the officers, officials, employees, and volunteers of either, the
CONSULTANT'S liability hereunder shall be only to the extent of the CONSULTANT'S
negligence. It is further specifically and expressly understood that the indemnification provided
herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. The provisions of this section shall survive the expiration or
termination of this Agreement. However, the CONSULTANT expressly reserves its rights as a
third person set forth in RCW 51.24.035.
The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the CONSULTANT, its agents,
representatives, employees or subcontractors.
No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement
shall not be construed to limit the liability of the CONSULTANT to the coverage provided by
such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or in
equity.
Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute
a material breach of contract, up which the City may, after giving five business days notice to
the CONSULTANT to correct the breach, immediately terminate the Agreement, or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sum so expended to be repaid to the City on demand, or at the sole
discretion of the City, offset against funds due the CONSULTANT from the City.
CONSULTANT shall obtain insurance of the types described below:
CL 03-11 Professional Services Agreement Page 5 of 7
[01 /31 /14)
1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles.
Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage; and,
2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01
and shall cover liability arising from premises, operations, independent contractors, and
personal injury and advertising injury. The City shall be named as an insured under the
CONSULTANT'S Commercial General Liability insurance policy with respect to the work
performed for the City; and,
3. Workers' Compensation coverage as required by the Industrial Insurances laws of the State
of Washington; and
V 1 11 � I R I I IN I I R I; M 11 1 1 � I III 1 0
CONSULTANT shall maintain the following insurance limits:
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
II i 11 11 6
F111 F
• a I L0103 I rWM 0 111, 101111 #ATM 0 1101 11AM&I Lois 1110- Ism 11•r • Is Lo M01 a I I I I M 001 r, I ImI a L.7i r, 1 MIN .• I I IVA I a Mf
1 The CONSULTANT'S insurance coverage shall be primary insurance as respect
the City. Any insurance, self-insurance, • insurance •r• coverage -•
• the City shall •• excess • the CONSULTANT'S insurance and shall not
contribute with it.
2. The CONSULTANT shall provide the City and any additional insureds with
written notice of any policy cancellation, within two business days of their receipt
of such notice.
3. Any payment of deductible or self-insured retention shall be the sole
responsibility of the CONSULTANT.
4. The CONSULTANT'S 'insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or
suit is brought, except with respects to the limits of the insurer's liability.
CL 03-11 Professional Services Agreement Page 6 of 7
[01/31/141
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
CONSULTANT shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the CONSULTANT before commencement of the
work.
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Washington, and in the event of dispute the venue of any litigation brought hereunder shall be
Clallam County.
XVII EXHIBITS AND SIGNATURES
This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior
written or oral understandings, and may only be changed by a written amendment executed by
both parties. The following exhibits are hereby made a part of this Agreement:
Exhibit A - Scope of Work
Exhibit B — Budget Costs for Each Task
Exhibit C - Schedule for the Work
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
DAN MCKEEN, CITY MANAGER
Columbia Telecommunications Corporation
JOANNE S. HOVIS, PRESIDENT
CL 03-11 Professional Services Agreement Page 7 of 7
[01/31/14]
WILLIAM E. BLOOR, CITY ATTORNEY
JANESSA HURD, CITY CLERK
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
CONSULTANT shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the CONSULTANT before commencement of the
work.
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Washington, and in the event of dispute the venue of any litigation brought hereunder shall be
Clallam County.
UTTI 111111100.301 W.
This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior
written or oral understandings, and may only be changed by a written amendment executed by
both parties. The following exhibits are hereby made a part of this Agreement:
Exhibit A - Scope of Work
Exhibit B — Budget Costs for Each Task
Exhibit C - Schedule for the Work
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
CITY OF PORT ANGELES APPROVED AS TO FORM:
DAN MCKEEN, CITY MANAGER
Columbia Telecommunications Corporation
CL 03-11 Professional Services Agreement Page 7 of 7
[01/31/14]
WILLIAM E. BLOOR, CITY ATTORNEY
"zN
JASA HURD, CITY CLERK
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
CONSULTANT shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the CONSULTANT before commencement of the
work.
XVI APPLICABLE LAW
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Washington, and in the event of dispute the venue of any litigation brought hereunder shall be
Clallam County.
XVII EXHIBITS AND SIGNATURES
This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior
written or oral understandings, and may only be changed by a written amendment executed by
both parties. The following exhibits are hereby made a part of this Agreement:
Exhibit A - Scope of Work
Exhibit B — Budget Costs for Each Task
Exhibit C - Schedule for the Work
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
CITY OF PORT ANGELES
DAN MCKEEN, CITY MANAGER
Columbia Telecommunications Corporation
JOANNE S. HOVIS, PRESIDENT
CL 03-11 Professional Services Agreement Page 7 of 7
(01/31/14)
090���Mj
WILLIAM E. BLOOR, CITY ATTORNEY
JANESSA HURD, CITY CLERK
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:Vll.
E. Verification of Coverage
CONSULTANT shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the CONSULTANT before commencement of the
work.
FXTI
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Washington, and in the event of dispute the venue of any litigation brought hereunder shall be
Clallarn County.
This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior
written or oral understandings, and may only be changed by a written amendment executed by
both parties. The following exhibits are hereby made a part of this Agreement:
Exhibit A - Scope of Work
Exhibit B — Budget Costs for Each Task
Exhibit C - Schedule for the Work
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
[QjWfffj2 "$4[fffflL
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5
20
Columbia Telecommunications Corporation
CL 03-11 Professional Services Agreement Page 7 of 7
(01/31/14)
APPROVED AS TO FORM:
JANRSSA HURD, CITY CLERK
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
CONSULTANT shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the CONSULTANT before commencement of the
work.
XVI APPLICABLE LAW
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Washington, and in the event of dispute the venue of any litigation brought hereunder shall be
Clallarn County,
XVII EXHIBITS AND SIGNATURES
This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior
written or oral understandings, and may only be changed by a written amendment executed by
both parties. The following exhibits are hereby made a part of this Agreement:
Exhibit A - Scope of Work
Exhibit B — Budget Costs for Each Task
Exhibit C - Schedule for the Work
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
CITY OF PORT ANGELES
DAN MCKEEN, CITY MANAGER
Columbia Telecommunications Corporation
JOANNE S. HOVIS, PRESIDENT
CL 03-11 Professional Services Agreement Page 7 of 7
[01/31/14]
WILLIAM E. BLOOR, CITY ATTORNEY
JANESSA HURD, CITY CLERK
City of Port Angeles Utility Cost of Service Studies
wan:
The following scope of services has been agreed upon by the City or Port Angeles and
Columbia Telecommunications Corporation (CTC) for the Cable Television Franchise
Renewal. The scope of services has been separated into tasks proposed to be
completed between 2014 - 2018 if funds are appropriated in the City's approved budget.
The services to be provided do not require a licensed professional engineer.
The following tasks will be completed with the purpose of protecting the City's rights
under the Cable Television Act of 1984, as amended:
Manage Franchise Renewal Process:
a. Develop overall renewal plan - In conjunction with City staff, review
detailed tasks, time lines, and strategy.
b. Review documents and identify State/Federal law requirements and
Ordinance amendments.
c. Manage renewal process - In conjunction with City staff, on-going
processes through the life of the project.
2. Technical Inspection and Testing (compliance with current Franchise and
Regulations):
a. Review all provided Franchisee documentation - Shall collect, review, and
analyze documentation since 2002.
b. Inspection of broadband cable plant, headend & facilities - Comply with
Franchise and ensue system is in good repair.
c. Spot performance checks with a minimum of 3 subscribers/locations.
d. Visual cable plant inspection - Comply with Franchise and ensue system is
in good repair.
e. Test Emergency Alert System (EAS) capability - Comply with Franchise
and all applicable laws and ordinances.
f. Review Institutional Network (I -Net) system for improvements / fiber
backbone,:.-, Assess current agreements and look at opportunities to
enhance service and reliability.
g. Review Metropolitan Area Network (MAN) service agreement and Wireless
Mobile Data System Internet Service Provider agreement - Assess current
agreements and look at opportunities to enhance service and reliability.
h. Prepare technical report - Prepare a detailed written report including an
executive summery. This report can be included as part of the detailed
report in task 3.e.
i. Present findings and recommendations at Council meeting (see Task 3.e.).
3. Identify Current and Future Needs and Interests:
a. Prepare and conduct focus groups (1 general and 1 business, or 2
general).
City of Port Angeles Utility Cost of Service Studies
b. Prepare and conduct focus meeting with City Council.
c. Prepare and conduct focus meeting with key community leaders
(representatives of each of the City's five departments, representatives of
outside agencies such as Port Angeles School District, Peninsula College,
Port of Port Angeles, and Olympic Medical Center).
d. General Public on-line survey — The on-line survey will assess the cable
operator's past performance, installation service, and repair service. The
survey will also explore future cable -related needs and interests, including
public, educational, and governmental access, program feeds, network
channel capacity, and interconnection to other cable systems and
networks. The survey shall examine the perceptions, attitudes, needs and
interests of subscribers and non -subscribers related to the Cable
Operator's customer service, commercial programming offered, and public,
educational, and governmental programming offered.
e. Prepare and present information and analysis report — Prepare a detailed
written report including an executive summary. The report shall detail how
the Franchisee has performed under the current agreement, and identify
potential future uses of the cable system to include current trends and
technological changes that have and will occur in the future in video, voice
and data, and recommendations about requirements needed to upgrade
the cable system and services to state-of-the-art. The report shall also
identify key issues that may exist in the event the next Franchise
Ordinance does not have a continuing and substantially similar institutional
network. The Consultants shall deliver and present its report to the City,
City Council, Utility Advisory Committee, and Cable Operator, and be
prepared to explain and defend its findings and conclusions.
4. Identify Franchise Renewal Goals, develop positions, assist with drafting
ordinances and Franchise Agreement:
a. Identify goals and positions based on the technical reviews and the
outcomes of the community needs and wants.
b. Draft any needed ordinances and Franchise Agreement complying with
outcomes of the technical review and the needs and wants of the
community.
5. Participate in informal Franchise Renewal negotiations, finalize Franchise
Agreement under requirements of New Cable Ordinances:
a. Request formal agreement.
b. Evaluate the Cable Operator's formal agreement and make
recommendations to the City to either accept or to not accept within 4
months of receiving the formal agreement.
c. Assist the City in a concurrent informal process, including helping the City
to be in control of the informal process.
d. Assist City in any negotiations.
e. Final Franchise Agreement and Ordinance(s).
City of Port Angeles Utility Cost of Service Studies
City of Port Angeles Utility Cost of Service Studies
WMMJAI.lr! u r
Task
Fees
Expenses
Totals
1 Manage Franchise Renewal Process
Review all provided Wave documentation.
b
a Develop overall renewal plan.
$3,600
$800
$4,400
b Review documents and identify State/Federal
$1,500
Spot performance checks with a minimum of 3
$1,500
law requirements and Ordinance amendments.
subscribers.
d
c Manage renewal process.
$6,000
$1,600
$7,600
f
Task 1 not -to -exceed
$13,500
backbone
Subtotal
g
it Technical Inspection
(Compliance with current Franchise and
$19,500
Regulations)
a
Review all provided Wave documentation.
b
Inspection of Broadband cable plant, headed,
$1,600 $1,600
and facilities.
c
Spot performance checks with a minimum of 3
subscribers.
d
Visual cable plant inspection
e
Test Emergency Alert System (EAS) capability.
f
Review I -Net system for improvements/fiber
backbone
g
Review MAN service agreement and Wireless
Mobile Data System Internet Service Provider
agreement.
h
Prepare technical report
i
Present findings and recommendations at
$1,600 $1,600
Council meeting
Task 2 not -to -exceed $22,700
Subtotal
3 Identify Current and Future Needs and Interests
a Prepare and conduct focus groups - 1 general $2,400 $1,800 $4,200
public and 1 business (or 2 general)
b Prepare and conduct meeting with City Council. $1,100 $1,100
c Prepare and conduct meeting with Technical $1,100 $1,100
Committee (see RFP).
d General Public on-line survey. $2,400 $2,400
e Prepare and present Information and Analysis $3,000 $3,000
Report.
(e continued) $4,800 $4,800
Task 3 not -to -exceed $16,600
Subtotal
4
City of Port Angeles Utility Cost of Service Studies
Identify Franchise Renewal Goals, Develop $5,250
4 Positions,
Assist with drafting Ordinances and Franchise
Agreement.
MMO
Task 4 not -to -exceed $5,250
Subtotal
Participate in Informal Franchise Renewal $16,800 $2,000 $18,800
5 Negotiations,
Finalize Franchise Agreement under
requirements
Of new Cable Ordinances.
Task 5 not -to -exceed $18,800
Subtotal
M10y"Up
City of Port Angeles Utility Cost of Service Studies
fff
Cable operator franchise renewal request (Required No earlier than May 31, 2014
between 30-36 months before franchise expiration). No later than Nov 30, 2014
City commences community cable -related No earlier than Nov 30, 2014
proceeding (Required within 6 months of renewal No later than May 31, 2015
request).
Identify municipality / community cable -related No earlier than Jun 30, 2015
needs and review cable operator's past No later than Nov 30, 2015
performance.
Cable -related community needs and interests June 30, 2015
assessment report.
City requests formal franchise proposal. July 14, 2015
Cable operator submits formal franchise proposal. February 16, 2017
Utility Advisory Committee considers formal May 9, 2017
proposal.
City Council rejects or adopts formal proposal (within May 16, 2017
4 months of receiving formal franchise proposal).
Expiration of May 31, 2002 franchise ordinance. May 31, 2017
6