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City of Port Angeles
Record #000700
Contract for Professional Engineering Services
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This contract dated la r7bb 1,9 between ADCOMM Engineering Company, hereinafter referred bn
� eoADCDyNyN. and hereinafter referred bnaaClient,
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covers the following items, eo mutually agreed upon.
1. Scope ofServices.
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ADCOK8K8 will provide Client with professional engineering services relating to
As defined in Attachment A—Work Order#1
2. Time ofPerformance.
As defined in Attachment A—Work Order#1
Delays caused by conditions beyond ADCOMM's reasonable control shall, upon mutual
agreement from Client, extend the Time ofPerformance. ADCON1[W shall notify Client, oesoon
� ao the delay ioknown. Client shall notify AOCOM&i. ae soon aa events which may delay
� AOCON1K8'e performance are known.
3. Compensation and Method ofPayment.
A. Client agrees to reimburse ADCOMM for the services described in Section 1 in the following
manner
a. Ao defined in Attachment A—Work Order#1
Client shall pay ADCOMM for services at the rate per hour as outlined on the attached or
current Rate Sheet that lists rates by employee category. Client also agrees to reimburse
ADCOMM for all reasonable and customary substantiated expenses including vehicle
mileage, directly related to the performance of the services. The total amount for both labor
and expenses for the completion of these tasks shall not exceed the agreed work order
amount urona per hour basis for on-call services.
B. Billing. AOC{}yWM will bill Client throughout the project. ADCOK8[W will submit an invoice
including documentation that states the work completed. Client ohoU review the invoice to
determine whether the task is completed and the amount billed is in conformance with the
contract. If Client approves the invoice, Client shall pay ADCOMM within thirty(30)days of
the receipt of the invoice byClient.
C. Rate Increases. ADCOK8[N typically increases its hourly rates on January 1 of each year.
Client agrees to pay ADCON1N1 based on the current rate sheet.
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4. Confidential Disclosure.
ADCOMM will hold confidential all business information obtained from Client or it affiliates or
generated in the performance of services under this agreement and identified in writing by Client
am'tonfidentioi" ADCOMM will not disclose such information without Client's consent except to
the extent required for(1) performance of services under this agreement; (2) compliance with
professional or ethical standards of conduct for preservation of public safety, health, and welfare;
(3) compliance with any court order or other governmental directive; and/or; (4) protection of
ADCOMM against claims or liabilities arising from performance of services under this agreement.
AUCDK8K8'oob|igation hereunder shall not apply to information available toADC<]N1N1 prior(othis
nnntnaot, information in the public domain or lawfully acquired on o non-confidential basis from
others.
5. Limitations of Liability.
All services to be rendered or performed under this agreement will be performed or rendered
entirely at ADCOMM's own risk and ADCOMM expressly agrees to hold harmless and indemnify
Client and all of its officers, agents, employees, or otherwise, from any and all liability, loss or
damage including reasonable costs of defense that they may suffer as a result of claims,
demand, actions, or damages to any and all persons or property, costs or judgments against
Client for negligent acts which are adinac( result from the services to be performed byAOC<]W1N1
under this agreement.
ADC[)K8YN will not assume liability for action taken by Client and Client agrees to hold AOC{)NYW1
harmless against any such liability or claim ofliability.
In no case shall ADCOMM be responsible for job site safety for any of Client's officers, agents,
employees, or any others; for any officers, agents, employees, or guests of any Contractor hired
to perform any of construction work that may arise from any of the work ADCOMM performs for
client.
G. Changes.
Changes may be made hu this contract upon mutual agreement of both parties. Changes shall be
made in writing, signed by both parties, and included as part of the original contract.
7. Assignment/Subcontractors.
A. ADCOMM shall not assign any portion of this agreement without the written consent of
Client, and it is further agreed that said consent must be sought in writing by ADCOMM not
less than thirty (3O) days prior tn the date nf any proposed assignment.
B. Any work or services assigned hereunder shall be subject to each provision of this
agreement and proper bidding procedures where applicable os set forth by local, state
and/or federal atatuteo, ordinances and guidelines.
C. Any tech nioa|/professiona| service subcontract not listed in this agreement, which is to be
charged to the agreement must have express advance approval byClient.
8. Nondiscrimination inEmployment.
A. Client iamn equal opportunity employer.
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B. ADCON1[N agrees that it will comply with all federal and state discrimination laws and that k
will not discriminate against any employee or applicant on the grounds of race, creed, color,
national origin, sex, marital status, age, or the presence of any sensory, mental or physical
handicap; provided that the prohibition against discrimination in employment because of
handicap shall not apply if the particular disability prevents the proper performance of the
particular worker involved.
g. Relationship ofParties.
A. The parties intend that on independentcontnector/C|ien( relationship will be created by this
agreement, Client is interested primarily in the results tn be achieved; the implementation
services will lie solely with ADCDW1M. No agent, employee, servant or representative of
ADCOMM shall be deemed to be an employee, agent, servant or representative of Client for
any purpose, and the employees of ADCOMM are not entitled to any of the benefits Client
provides for its employees. /\DC0K8Mvvi|| be solely and entirely responsible for its acts and
for the acts of its agents, employees, servants, and subcontractors or otherwise during the
performance of this agreement.
B. In the performance of the services herein contemplated,ADCOMM is an independent
contractor with the authority to control and direct the performance of the details of the work;
however, the services contemplated herein must meet the approval of Client and shall be
subject to Client's general rights of inspection and review to secure the satisfactory
completion hereof.
C. In the event that any of ADCOMM's employees, agents, servants or otherwise, carry on
activities or conduct themselves in any manner which may jeopardize the funding of this
agreement,ADCOMM shall be responsible for taking adequate measures to prevent said
employee, agent or servant from performing or providing any ofthe services contained in
this agreement.
10. Suspension,Termination and C|osu'muL
If ADCOMM fails to comply with the terms and conditions of this agreement, Client may pursue
such remedies as are legally available including, but not limited to, the suspension or termination
nf this agreement in the manner specified herein.
A. Suspension.
|fAOCOK8YN fails to comply with the terms of this agreement, or whenever AOCDK8W1 is
unable to substantiate full compliance with the provisions of this agreement, Client may
suspend the agreement pending corrective action or investigation, effective not less than 7
days following written notification toADCDK8N1 nr its authorized representative. The
suspension will remain in full force and effect until ADCOMM has taken corrective action to
the satisfaction Vf Client and is able to substantiate its full compliance with the terms and
conditions cf this agreement, No obligation incurred byA000K8Mor its authorized
representative during the period of suspension will be allowable under the agreement
except
1. Reasonable, proper and otherwise allowable costs which ADCOMM could not avoid
during the period ofsuspension;
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2. If upon investigation ADCOMM is able to substantiate complete compliance with the
terms and conditions cfthis agreement, otherwise allowable costs incurred during the
period uf suspension will beallowed.
B. Termination for Cause. |fADC{lPWPN fails to comply with the terms and conditions ofthis
agreement and any of the following conditions exist:
1. The lack of compliance with the provisions of this agreement are of such scope and
nature that Client deems continuation of this agreement to be substantially detrimental to
the interest ofClient;
2. ADCOyN[W has failed to take satisfactory action oodirected by Client orits authorized
representative within the time specified by the same;
3. ADCOMM has failed within the time specified by Client or its authorized representative to
satisfactorily substantiate its compliance with the terms and conditions of this agreement;
then, Client may terminate this agreement in whole or in part, and thereupon shall notify
ADCOK8yNof the termination, the reasons therefore, and the effective date provided such
effective date shall not be prior to notification toADCOK8N1. After this effective date, no
charges incurred under any terminated portions are allowable.
C. Terminations for Other Grounds. This agreement may also be terminated in whole orinpart
as follows:
1. Termination by Mutual Agreement. This agreement may be terminated by the mutual
agreement of the parties. Such termination shall bein writing, signed by both parties and
shall include the conditions for termination, the effective date and in the case of
termination in part. that portion tobeterminated.
2. Termination for Lack of Funding, In the event that funding from etote, federal or other
sources is withdrawn, reduced or limited in any way after the effective date of this
agreement, and prior to the normal completion date of this agreement, Client may
summarily terminate this agreement eetn the funds withdrawn, reduced, or limited,
notwithstanding any other termination provision of this agreement. |f the level offunding
vvi(hdnawn, reduced or limited is en great that Client deems that the continuation of the
program covered by this agreement is no longer in the best interests of Client, Client may
summarily terminate this agreement in whole, notwithstanding any other termination
provisions of this agreement. Termination under this paragraph shall bo effective upon
the date specified in the written notice of termination sent by Client to ADCOMM. After
the affao(iva dete, no charges incurred under this agreement are allowable. Client
agrees to notify ADCOMM promptly of any proposed reduction in the funding of which
Client ianotified. ADCOyNK8 agrees that upon receipt of such notice from Client, i(shall
take appropriate and reasonable action to reduce its spending in the affected funding
areas so that expenditures do not exceed the funding level which would result if said
proposed reduction became effective.
Q. Close-out.
|n the event that this agreement is terminated in whole or in part for any reason, the following
provisions shall apply:
1. Upon written request byADCDN1[N. Client shall make or arrange for payment to
ADC<]MK8nf allowable reimbursable costs not covered by previous payment;
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2. ADCDMM shall immediately refund to Client any unencumbered balance of funds paid
for the budgeted, but unspent for the senvioeka terminated;
3. A000yNPWuhaUoubmd. vvithinthirty(30)dayoefterthedoteofoxpiationofthio
agreement, all financial, performance and other report required by this agreement;
4. In the event a financial audit has not been performed prior to closeout of this agreement,
Client retains the right to withhold a just and reasonable sum from the final payment to
ADCOMM after fully considering the recommendations on disallowed costs resulting from
the final audit.
11. Jurisdiction.
A. This agreement has been and shall be construed as having been made and delivered within
the State of Washington and it is agreed by each party hereto that this agreement shall be
governed by the laws of the State of Washington both as to interpretation and performance.
B. Any action oflaw, suit in *qui(y, or judicial proceeding for the enforcement of this agreement
or any provisions thereof, shall be instituted and maintained only in any of the courts of
competent jurisdiction inC|a||mm County Washington
12. Insurance.
ADCOMM shall provide to Client a copy of a certificate of Insurance covering General Liability
coverage in the amount of$1,000,000, a copy of automobile accident liability and shall certify to
notify Client if any change in this insurance status occurs.ADCOMM 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 by ADCOMM,
their agents, representatives, employees, orsubcontractors.
ADCON1yW shall provide documentation of insurance evidencing:
(a) Commercial General Liability Insurance written on an occurrence basis with limits no less
than one million dollars ($1,000,000) combined single limit per occurrence and two million
dollars ($2,000,000) aggregate for personal injury, bodily injury, and property damage.
(b) Professional Liability Insurance with limits no less than one million dollars ($1,000,000) per
occurrence.
Any payment of deductible or self-insured retention shall be the sole responsibility of ADCOMM.
ADCOMM'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 respect to the limits of the
insurer's liability.
13. Intergovernmental Purchasing.
ADCOMM agrees to make available to other public agencies as allowed under applicable local
and state regulations similar services for the same terms and conditions as outlined in this
contract.
14. Contract Renewal.
This contract io renewable one yearly basis by written request ofClient. Any changes made in
the contract at that time will be made by written contract addendum and signed by both parties.
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16. Severabi|ity.
A. |tie understood and agreed by the parties hereto that if any part, term or provision ofthis
agreement is held by the courts to be illegal, the validity of the remaining provisions shall not
be affected, and the rights and obligations of the parties shall be construed and enforced as
if the agreement did not contain the particular provision held to be invalid.
B. If it should appear that any provision hereof is in conflict with any statute of the State of
Washington, said provision which may conflict therewith shall be deemed modified to
conform tosuch statutory provision.
16. Entire Agreement.
The parties agree that this agreement is the complete expression of the terms hereto and any
oral representations or understandings not incorporated herein are excluded.
17. Waiver ofTerms.
It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this
agreement does not constitute a waiver nf the provisions of this agreement.
,4QCOK8K8Engineering Company Client
12/12/13
4KeB|oaohko. President (date) Mkan/m\ Title (dote)
C41-1 ' .°_�Vpe
ConiractforPrwfassimno| Servioes ADCOK8K8Engineering Company
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Bridging the Gap Between Operations and Tec6n
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Work Order#1
Radio System Engineering Study
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� AJ0C[(MMwiD perform the following services and provide the following deliverables:
I. A survey nf existing radiomitemboinolodeuvisnul inspection of site conditions,
equipment and structure status,state o[maintenance,and review of maintenance logs;
� 2 Evaluation of existing portable and mobile radio inventory from records provided by
PAPD and other system users,supplemented by spot checks,to determine suitability for
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use iom new system;
3. Evaluation mfexisting infrastructure equipment inventory from records and physical
observation aa needed,focusing on equipment used for connectivity;
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� 4. On site interviews,including ride-alongs as necessary,to determine the needs of users,
identification of known locations of poor coverage,potential interoperability
requirements,and other factors bou needs analysis;
5. Develop a strategic radio communications plan addressing public safety needs in
CluDacu County,tninclude:
u. A survey uf available and near-future technologies including APC{)Project 25
(P25);Voice over IP(VOIP) as applied to radio; the impact of Long Term
Evolution/ITB\;Voice over LTB(\/oLIE);and others;
b. A discussion of the difficulty finding frequency resources due to the proximity to
Canada and how that affects system design;
c. A high-level system design for the recommended system sufficient for
developing technical specifications and drawings to support procurement and
implementation am the next step;
d. Propagation predictions for the recommended system
e. A high-level examination of anticipated system costs,including site development
costs for locations identified during system design;
f. /\discussion o{potential funding mechanisms
g. A. discussion of potential governance and ownership models,including
identifying potential other,non-public safety participants intheayatem
6. ADCOMM's final deliverable will be a report and high-level design document
describing the results of these services. At your option we will present the report
findings and the design to stakeholders.We will provide up to three b presentations.
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ADC(]MO@ Work Order#1
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The work im anticipated to begin the work starting in January,2013 and anticipate completion in
May,2014 provided we can access those radio sites affected bv harsh weather prior tos ' .
This time frame also depends oo reasonable access to stakeholders and system
i{either are unavailable our schedule may beextended.
ADCOMM's fixed fee for this study and design is$73,350,including all labor and expenses,and
assumes that ADCOMM will be performing user interviews and data gathering for the dispatch
center consolidation work umm parallel effort.
AocoMM ENGINEERING COMPANY COMMUNICATIONS CONSULTING