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HomeMy WebLinkAbout4.335 Original ContractRELATING TO: Community Telecommunications Planning THIS AGREEMENT is made and entered into this /7 ofQ r J 20012, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and Metropolitan Communications Consultants a Washington Corporation (hereinafter called the "CONSULTANT WHEREAS, the CITY desires to complete a new telecommunications ordinance and update other effected City ordinances, and WHEREAS, the CITY desires to complete a telecommunications future needs and interests assessment, and WHEREAS, the CITY desires to complete a business plan for the fiber -optic backbone and updates as needed for each stage of activation,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 I SCOPE OF WORK The scope of professional services to be performed and the results to be achieved 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 CONSULTANTS 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 XI 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 II OWNERSHIP OF DOCUMENTS City of Port Angeles October 2000 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PORT ANGELES AND METROPOLITAN COMMUNICATIONS CONSULTANTS 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 or reuse 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 III DESIGNATION OF REPRESENTATIVES Each party shall designate its representatives in writing The CONSULTANT'S representative shall be subject to the approval of the CITY 335 IX SUBCONTRACTS A The CONSULTANT shall not sublet or assign any of the work covered by this Agreement without the written consent of the CITY. B. The CONSULTANT will be using the firms submitted with its proposal as subcontractors. Subcontractors other than those listed shall not be permitted without the written consent of the CITY. C. 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 X 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. XI EXTRA WORK 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. XII TERMINATION OF AGREEMENT A The CITY may terminate this Agreement at any time 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 CONSULTANTforthe 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 II above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIII INDEMNIFICATION /HOLD HARMLESS The CONSULTANT agrees to indemnify the CITY from any claims, damages, losses, and costs, including, but not limited to, attorneys 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 CONSULTANT, CONSULTANT employees, affiliated corporations, officers, and subcontractors in connection with the work performed under this Agreement. The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and costs, including, but not limited to, attorneys 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 and the CITY, its officers, officials, employees, and volunteers, 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 CONSULTANTS 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 City of Port Angeles October 2000 IV TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this Agreement by both parties The work shall be completed in accordance with the schedule set forth in the attached Exhibit D. V PAYMENT The CITY shall pay the CONSULTANT as set forth in this section of the Agreement Such payment shall be full compensation for work performed, services rendered, and all labor, materials, supplies, equipment and incidentals necessary to complete the work A Payment shall be lump sum on the basis of the CONSULTANT'S total budget required as set forth in attached Exhibit A, Scope of Work, and Section VI, Lump Sum Compensation below B. The CONSULTANT shall submit invoices to the CITY on a monthly basis Invoices shall detail the work, shall indicate the specific task or activity in the Scope of Work to which the costs are related, the percentage completion for each task, 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 upon the completion of the work and acceptance by the CITY F Payment for "Extra Work" performed under Section XI of this Agreement shall be as agreed to by the parties in writing. VI LUMP SUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation under this Agreement, including labor, direct non -salary reimbursable costs and outside services, shall not exceed the lump sum amounts of Item 1- Telecommunications Ordinance $17,500 Item 2 Telecommunications Future Needs and Interests Assessment $40,000 Item 3 Business Planning $35,000 VII 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 contractwith any CITY employee without the City's written consent City of Port Angeles October 2000 VIII NONDISCRIMINATION 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 era veteran status, disabled veteran condition, physical or mental handicap, or national origin XIV 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 The CONSULTANT shall provide a Certificate of Insurance evidencing. 1 Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage, and, 2 Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to blanket contractual; products /completed operations; broad form property damage, explosion, collapse and underground (XCU) if applicable, and employer's liability Any payment of deductible or self insured retention shall be the sole responsibility of the CONSULTANT. The CITY shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the CITY as additional insured shall be attached to the Certificate of Insurance The CITY reserves the right to review a certified copy of all required insurance policies in the CONSULTANTs office 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 The CONSULTANTS insurance shall be primary insurance as respects the CITY, and the CITY shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. XV 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 Ciallam County XVI 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 Consultant Labor Costs Exhibit C Non -salary Reimbursable Costs Exhibit D Schedule for the Work City of Port Angeles October 2000 In WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first written above. ATTEST CONSULTANT q TITLE• APPRO ED AS TO FORM: A,St; 1/ 6 1/1/( CRAIG KNUTSOVITY ATTORNEY N \PWKS \LIGHT\POWM \FIBER \TELAGREE WPD City of Port Angeles October 2000 PROPOSAL Telecommunications Professional Services October 9, 2000 Submitted to City of Port Angeles 321 East Fifth Street Port Angeles, WA 98362 -0217 METROPOLITAN COMMUNICATIONS CONSULTANTS Tacoma. 1201 Pacific Avenue, Suite 1702. Tacoma, Washington 98402 Tel: 800.465.2248 Fax: 253.272.1482 www.mcco.com Seattle: 5847 McKinley PI. N., Seattle, Washington 98103 Tel: 206.522.6778 Fax: 206.522.6777 EXHIBIT A SCOPE OF WORK Page 1 1. TELECOMMUNICATIONS AND RELATED ORDINANCES The scope of work covered by this proposal consists of the summary tasks listed in the outline below. The outline is for proposal purposes and may be adjusted by the City as required during the work. The proposal shall be valid for a period of 30 days following the date of this letter. Task 1.1 Review Existing and Draft City Ordinances and MCC Models Review existing materials and City draft telecommunications ordinance Meet with City staff Review City's goals and expectations regarding final ordinances Discuss MCC model telecommunications ordinance Discuss MCC model pole attachment ordinance Discuss MCC recommended wireless ordinance model Discuss related ordinances Title 5 Business Licenses, Title 11 Streets Sidewalks Task 1.2 Prepare Customized and Updated Ordinances Edit model telecommunications, pole attachment and wireless ordinances Incorporate applicable City materials Customize model ordinances for City of Port Angeles (Draft 1) Update existing Business License and Streets /Sidewalks ordinances (Draft 1) Legal review of Draft 1 ordinances (by Clarence West, esq.) City and service provider input and comments Incorporate comments, prepare package of customized and updated ordinances (Draft 2) Legal review of Draft 2 ordinances (by Clarence West, esq.) Task 1.3 Prepare Final Ordinances Prepare final package of ordinances for City codification and adoption Assistance with presentation of telecommunications and related ordinances to City Council Work Schedule and Timeline We estimate the work will require one hundred and twenty (120) days to complete from date of notice to proceed. The schedule allows reasonable time for review, comments and input by Port Angeles and other participants. Delays by providers or others may extend the completion date and could affect the budget. Budget Estimates The work covered by this proposal is estimated to require the budgets shown below. Item Description Amount MCC Customized telecom ordinance 7,500 MCC Customized pole attachment ordinance 1,000 MCC Customized wireless ordinance 2,000 MCC Updated business license streets /sidewalks ordinance 2,000 DCF Specialist legal review 5,000 Total, Estimated Budget Required $17,500 Metropolitan Communications Consultants Confidential and Proprietary Exhibit A Scope of Work Page 2 2. COMMUNITY TELECOMMUNICATIONS NEEDS AND INTERESTS The scope of work covered by this proposal consists of the summary tasks listed in the outline below. The outline is for proposal purposes and may be adjusted by the City as required during the work. The proposal shall be valid for a period of 30 days following the date of this letter Task 2.1 Public Proceedings Meet with City staff and review City's goals and expectations for: Community telecommunications needs and Interests Cable franchise renewal Gather existing materials by City and others for review and incorporation into work E -nable Visions eCommerce /Internet initiatives Fair' point Bridgeworks program Unisys Proposal Other related materials Public proceedings issues development Telecom needs and interests PEG access, resources and capital needs Economic development needs and opportunities Service provider performance review Public involvement and input Public information by media, web page and continuing surveys Stakeholder involvement Public forums (telecom and catv -1 each) Community telecommunications needs and interests report and recommendations Task 2.2 Prepare Cable Television Franchise Draft for Renewal Negotiations Prepare Negotiation Draft for Northland Cable Television Franchise Renewal Incorporate applicable City and MCC materials and input (Draft 1) Legal review and comments Incorporate applicable comments and prepare negotiation draft franchise (Draft NI) Assistance with presentation of Draft N1 to City management and Council (if needed) Invite Cable Provider response to Negotiation Draft N1 Task 2.3 Assistance with Northland Negotiation (future, depends on provider response) Assist City team in cable television franchise renewal negotiations Preparation of drafts and final version of negotiated franchise Assistance with presentation of negotiated franchise to City Council Metropolitan Communications Consultants Confidential and Proprietary Exhibit A Scope of Work 2. COMMUNITY TELECOMMUNICATIONS NEEDS AND INTERESTS (CONTINUED) Budget Estimates The work for Task 2.1 covered by this proposal is estimated to require the budget shown below. Tasks 2.2 and 2.3 are not immediately necessary, as the franchise will not expire until October 1, 2003. With completion of Task 2.1 however, the City should request a cable franchise proposal from Northland Cable in early 2001, following receipt of which, Task 2.2 should be initiated. Item Description Amount Community Telecommunications Needs and Interests Task 2.1 Public Proceedings $30,000 Task 2.2 Prepare Negotiation Draft for Northland Cable Television Franchise Renewal $10,000 Task 2.3 Assistance with Northland Negotiation future Total, Estimated Budget Required $40,000 Task 2.3 is dependent on the timing of a response from Northland Cable, who may consider delaying any action on their part until the franchise expiration date of October 1, 2003 is more imminent. Page 3 Work Schedule and Timeline We estimate Task 2.1 will require one hundred eighty (180) days to complete from date of notice to proceed. The schedule allows time for review, comments and input by Port Angeles and other participants. MCC will endeavor to accelerate the schedule to complete Task 2.1 as quickly as possible. Task 2.2 will immediately follow completion of Task 2.1 and can be completed ninety days (90) thereafter. Metropolitan Communications Consultants Confidential and Proprietary Exhibit A Scope of Work 3. P.A. NETWORK, STAGE 1 AND UPDATES BUSINESS PLANNING The scope of work covered by this proposal consists of the summary tasks listed in the outline below. The outline is for proposal purposes and may be adjusted by the City as required during the work. The proposal shall be valid for a period of 30 days following the date of this letter. Task 3.1 Strategic Direction Goals and mission Authority, governance, structure Business proposition Partnership analyses Task 3.2 Overview of Project Environment Impact of other telecommunications planning, particularly Task 2, the Community Telecommunications Needs and Interests Report Regulatory, technological and business environment Products and services Core customers and prospective users Market view Competitive landscape Opportunities and risks Task 3.3 Implementation Plan Network strategy and priorities Product and services development Customer and user development Initial and potential user sites Network development and activation options Implementation staging and timeline Initial backbone project and Stage 1 activation Network management, operations, and performance measures Future stage business plan updates Task 3.4 Business Analyses Stage 1 and projected future usage Cost models Revenue projections Sensitivity analyses Funding models Task 3.5 Final Report Stage 1 work plan and recommendations Prepare final Stage 1 Business Plan Report Presentation to City of Port Angeles The proposal includes the delivery of five (1) hard copies and one set of electronic originals for Port Angeles's use in printing copies for distribution. Page 4 Metropolitan Communications Consultants Confidential and Proprietary Exhibit A Scope of Work Item Description Amount 1. P.A. Network, Stage 1 Business Plan 35,000 2. Future Stage Business Plan Updates future Total, Estimated Budget Required $35,000 Page 5 WORK SCHEDULE AND TIMELINE The work can be completed within ninety (90) days of notice to proceed depending on the adequacy and ease of gathering available data. MCC requests the close and timely assistance of Port Angeles to meet the relatively short timeline. BUDGET ESTIMATES The work covered by this proposal is estimated to require the budget shown below. MCC will work on a time and expense or a lump sum basis, of which the latter is preferred. Metropolitan Communications Consultants Confidential and Proprietary EXHIBIT B C LABOR COSTS AND REIMBURSABLE COSTS EXHIBIT B CONSULTANT LABOR COSTS MCC Standard Labor Charges Description Technician Engineer /Analyst Principal Hourly wage multiplier 2.64 2.64 2.64 Labor charge /hour $45 to $60 $75 to $150 $195 EXHIBIT C NON SALARY REIMBURSABLE COSTS Non -Salary Reimbursable Costs Costs directly incurred in fulfilling the terms of this Agreement, including, but not limited to: Travel Subsistence Telephone CADD Computer Reproduction and Printing Supplies and Fees of Outside Services and Specialty Consultants. Reimbursed at actual cost plus 10% based on receipts presented. Additional Work Additional work requested, outside the scope of work of this proposal, may be done on a negotiated lump sum basis or at the standard rates listed above. Page 6 Metropolitan Communications Consultants Confidential and Proprietary EXHIBIT D SCHEDULE FOR THE WORK Page 7 1. Telecommunications Ordinance We estimate the work will require one hundred and twenty (120) days to complete from date of notice to proceed. The schedule allows reasonable time for review, comments and input by Port Angeles and other participants. Delays by providers or others may extend the completion date and could affect the budget. 2. Community Telecommunications Needs and Interests We estimate Task 2.1 will require one hundred eighty (180) days to complete from date of notice to proceed. The schedule allows time for review, comments and input by Port Angeles and other participants. MCC will endeavor to accelerate the schedule to complete Task 2.1 as quickly as possible. Task 2.2 will immediately follow completion of Task 2.1 and can be completed ninety days (90) thereafter. Task 2.3 is dependent on the timing of a response from Northland Cable, who may consider delaying any action on their part until the franchise expiration date of October 1, 2003 is more imminent. 3. P.A. Network, Stage 1 Business Plan The work can be completed within ninety (90) days of notice to proceed depending on the adequacy and ease of gathering available data. MCC requests the close and timely assistance of Port Angeles to meet the relatively short timeline. Schedule Overview A summary overview of the project schedule is presented below. Upon authorization of the work and notice to proceed, MCC will prepare a detailed schedule in Gantt chart form of the work, for review and approval by the City. The schedule will show the timeline for all tasks and subtasks on the same chart so that the relationships and concurrent ongoing work can be monitored and adjusted as necessary. 0 Telecom Rel. Ords 4 120 days N f0 C p 0 O m i0 4 I- C 0 Needs Interests 180 days Stage 1 Bus. Plan 90 days Catv Fran 90 days Metropolitan Communications Consultants Confidential and Proprietary 4 CONTRACT FOR PROFESSIONAL SERVICES This contract is between the City of Port Angeles, a municipal corporation of the State of Washington (hereinafter referred to as "City and Metropolitan Communications Consultants, a limited liability company of the State of Washington (hereinafter referred to as "Contractor In consideration of the mutual promises and obligations hereinafter set forth, the parties hereto agree as follows: 1. Scone of Services: Contractor agrees to provide the City with the following services: A. Provide advice to the City on various issues relating to Fiber Optics. B. Identify various options available to provide high -speed high bandwidth communications to City residents. C. Identify various potential service providers and advise the City on various ways to partner with these providers. D. Advise City on steps to proceed with installation of a Fiber Optic system. 2. Term: This contract shall commence on Aug 7, 2000 and shall terminate on July 31, 2001, unless extended by written agreement of the parties. 3. Compensation: The City agrees to pay the Contractor for the services set forth in Section 1 at the following rates: Principal $195/hour Engineer /Analyst $75- 15O/hour Technician $45/hour Direct Expenses Actual costs plus 10% based on receipts presented. Total costs, including time and expenses, shall not exceed $5,000.00 for work provided under this contract. Payment for services shall be within thirty (30) days of submission to the City by the Contractor of an invoice itemizing the services rendered and acceptance of said services by the City. 4. Relationship of Parties: The parties understand and agree that Contractor is skilled in matters pertaining to fiber optic communications systems. Contractor shall act as an independent contractor and not as an employee of the City. As such, the Contractor shall have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, the Contractor shall work at the direction of the City's Deputy Director of Power Systems. Contract For Professional Services, Page 1 of 2 N \PWKS \LIGHT\POWM \FIBER \MCCCONT WPD\August 9, 2000 (9 OOam) .q. 335 5. Compliance with Legal Reauirements: Contractor shall possess any licenses required to perform the services provided under this agreement and shall comply with all applicable federal, state, and local laws. 6. Hold Harmless. Indemnification and Insurance: The Contractor shall protect, defend, hold harmless, and indemnify the City, its officers, agents, and employees from and against any and all claims, damages, losses, and expenses, including reasonable attorneys fees, occurring, arising, or resulting from the Contractor's performance of this contract. The Contractor shall maintain all insurance necessary to provide coverage against all risk or liability incurred by the Contractor under this contract, including but not limited to, automobile and general liability insurance. 7. Assignment: The Contractor shall not assign any of the work covered by this contract without the express written consent of the City. 8. Termination: Either party may terminate this contract at will upon five (5) days written notice to the other party. 9. Applicable Law: This agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, and in the event of dispute, the venue of any action brought hereunder shall be in Clallam County. 10. Breach: In the event of either party's material breach of the terms or conditions of this contract, the non breaching party reserves the right to withhold payments or services until corrective action has been taken or completed. However, a party shall not exercise this right until it has given written notice of such material breach to the breaching party and five (5) days have passed since the receipt of such notice. This option is in addition to and not in lieu of the parties' right to terminate this contract or any other right which state law offers for breach of contract. Dated this jn11.day of August, 2000. City of Port Angeles Attest: C 7 2 1.4 4 1 4, Michael Quinri'City Manager Becky J. on, t ity Cler Contract For Prof ssionai Services, Page 2 of 2 N \PWKS\LIGHT\POWM\FIBER \MCCCONT WPD\August 9, 2000 (9 OOam) L. Richard Li, President Metropolitan Communications Consultants Apprj d as to form: /C Craig D. knut on, City Attorney