HomeMy WebLinkAboutRatelco Communications Services Inc dba Day Wireless Systems AG-C-365A -,2, I lo .`1
2009 AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-365
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and RATELCO COMMUNICATIONS SERVICES INC., d.b.a. DAY
WIRELESS SYSTEMS whose address is 2415 South 200t" St., SeaTac, WA 98198,
hereinafter referred to as "CONSULTANT."
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK
See Exhibit A, which is attached hereto and by this reference made a part of this
Agreement.
2. TERM
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All work under this Agreement shall be completed by
June 30, 2009, and can be amended by both parties.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a
delay attributable to the CITY, or because of unavoidable delays caused by an act of
GOD or governmental actions or other conditions beyond the control of the
CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
3. COMPENSATION
A lump sum payment of $28,366.00 shall be due to the CONSULTANT upon
completion and CITY approval of the identified project scope.
Agreement for Professional Services AG-C-365
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In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on
such services.
4. SUBCONTRACTING
The CITY permits subcontracts for those items of work necessary for the
completion of the project. The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT without prior written permission of
the CITY. No permission for subcontracting shall create, between the CITY and
subcontractor, any contractor or any other relationship.
Compensation for any subconsultant work is included in Section 3 of this
Agreement and all reimbursable direct labor, overhead, direct non-salary costs and
fixed fee costs for the subconsultant shall be substantiated in the same manner as
outlined in Section 3. All subcontracts exceeding $10,000 in cost shall contain all
applicable provisions of this AGREEMENT.
5. RESPONSIBILITY OF CONSULTANT
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any errors, omissions or other deficiencies in its plans, designs,
drawings, specifications, reports and other services required. The CONSULTANT shall
perForm its services to conform to generally-accepted professional engineering
standards and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services.
Except as otherwise provided herein, neither the CITY'S review, approval or
Agreement for Professional Services AG-C-365
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acceptance of, nor payment for, any of the services shall be construed to operate as a
waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement to the full extent of the law.
6. INDEMNIFICATION/HOLD HARMLESS
The CONSULTANT shall defend, indemnify and hold the CITY, its officers,
officials, volunteers, and employees harmless from any and all claims, injuries,
damages, losses, or suits, including attorney fees, arising out of or resulting from the
acts, errors or omissions of the CONSULTANT in performance of this Agreement.
7. INDEPENDENT CONTRACTOR/ASSIGNMENT
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided
herein. The parties agree that this Agreement may not be assigned in whole or in part
without the written consent of the CITY.
8. INSURANCE
CONSULTANT shall procure and maintain for the duration of this 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, or employees.
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.
CONSULTANT shall obtain insurance of the types and in the amounts described
below:
Agreement for Professional Services AG-C-365
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a. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles, with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. 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.
b. 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, with limits
no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
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 using the applicable ISO Additional Insured
endorsement or equivalent.
c. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
d. Professional Liability insurance appropriate to the CONSULTANT'S
profession, with limits no less than $1,000,000 per claim and $1,000,000
policy aggregate limit.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability and Commercial General Liability insurance:
a. The CONSULTANT'S insurance coverage shall be primary insurance as
respects 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.
Agreement for Professional Services AG-C-365
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b. The CONSULTANT'S insurance shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days prior written
notice has been given to the CITY by certified mail, return receipt requested.
All insurance shall be obtained from an insurance company authorized to do
business in the State of Washington. Insurance is to be placed with insurers with a
current A.M. Best rating of not less than A-:VII.
The CONSULTANT shall furnish the City with certificates of insurance and a
copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance coverage required by this
section, before commencement of the work. The CITY reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the CITY at
any time. The CITY will pay no progress payments under Section 3 until the
CONSULTANT has fully complied with this section.
9. NONDISCRIMINATION
The CONSULTANT may not discriminate regarding any services or activities to
which this Agreement may apply directly or through contractual, hiring, or other
arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or
where there is the presence of any sensory, mental or physical handicap.
10. OWNERSHIP OF RECORDS AND DOCUMENTS
The CONSULTANT agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries and such
other information and materials as the CONSULTANT may have accumulated,
prepared or obtained as part of providing services under the terms of this Agreement by
the CONSULTANT, shall belong to and shall remain the property of the CITY OF
AUBURN. In addition, the CONSULTANT agrees to maintain all books and records
relating to its operation and concerning this Agreement for a period of six (6) years
Agreement for Professional Services AG-C-365
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following the date that this Agreement is expired or otherwise terminated. The
CONSULTANT further agrees that the CITY may inspect any and all documents held by
the CONSULTANT and relating to this Agreement upon good cause at any reasonable
time within the six (6) year period. The CONSULTANT also agrees to provide to the
CITY, at the CITY'S request, the originals of all drawings, documents, and items
specified in this Section and information compiled in providing services to the CITY
under the terms of this Agreement.
11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND
OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission or fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for cause
or default.
Agreement for Professional Services AG-C-365
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Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
12. TERMINATION OF AGREEMENT
This Agreement may be terminated by either party upon twenty (20) days written
notice to the other party, and based upon any cause. In the event of termination due to
the fault of other(s) than the CONSULTANT, the CONSULTANT shall be paid by the
CITY for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
13. GENERAL PROVISIONS
13.1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
13.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a court of competent jurisdiction in King County, Washington.
Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall
proceed diligently with the performance of the services and obligations herein.
13.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONSULTANT agrees that, notwithstanding such
dispute or conflict, the CONSULTANT shall continue to make a good faith effort to
Agreement for Professional Services AG-C-365
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cooperate and continue work toward successful completion of assigned duties and
responsibilities.
13.4. The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
13.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONSULTANT and supersedes all prior negotiations, representations
or agreements either oral or written. This Agreement may be amended only by written
instrument signed by both the CITY and the CONSULTANT.
13.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorneys fees and
expenses and court costs shall be paid to the substantially prevailing party.
13.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its perFormance as of the date of this Agreement.
13.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
13.9. This Agreement shall be administered by Susan Canizales on behalf of
the CONSULTANT, and by the Mayor of the CITY, or designee, on behalf of the CITY.
Any written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
City of Auburn
Attn: Robert E. Lee III
25 W Main Street
Auburn, WA 98001
Phone: 253-804-5071
Fax: 253-931-3053
E-mail: rlee(c~auburnwa.qov
Day Wireless Systems
Attn: Susan Canizales
2415 South 200th Street
SeaTac, WA 98198
Phone: 206-878-3750
Fax: 206-878-1926
E-mail: scanizales(aD_da)wireless.com
Agreement for Professional Services AG-C-365
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13.10. All notices or communications permitted or required to be given under
this Agreement shall be in writing and shall be delivered in person or deposited in the
United States mail, postage prepaid. Any such delivery shall be deemed to have been
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 13.9 or if to such other person designated by a party to
receive such notice. It is provided, however, that mailing such notices or
communications by certified mail, return receipt requested is an option, not a
requirement, unless specifically demanded or otherwise agreed.
Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth in
this section of the Agreement.
13.11. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party.
Agreement for Professional Services AG-C-365
Page 9 of 14
CITY
~
Peter B. Lewis, Mayor
Date MAR 2 4 2009
ATTEST:
anie le E. Daskam, City Clerk
RATELCO COMMUNICTIONS
SERVICES INC., d.b.a. DAY
WIRELESS SYSTEMS
~
Gordon ay, President
Federal Tax ID #
Agreement for Professional Services AG-C-365
Page 10 of 14
ooDan\ir-:n nc Tn ~nann•
EXHIBIT A
SCOPE OF SERVICES
Customer Obiectives
It is understood that the City of Auburn has several specific objectives in mind with this project.
• To provide video surveillance of the following nine selected areas:
o Maintenance and Operations Building
o Academy Reservoir
o Academy Pump Station
o West Hills Chlorination facility
o Lea Hill Reservoir
o Fulmer Field Wells
o Coal Creek Springs
o Lakeland Pump Station
o Reservoir #2
o Howard Road CCF
• To provide live streaming video from high security locations via wireless backbone to a
designated central location; allow for remote web access.
• To connect these sites and provide monitoring from all sites at a central location.
RF Desiqn Statement of Work
1. Perform the design portion of the project consisting of:
a. Determining the requirements for connectivity between all sites.
b. Performing a path profile design to determine the layout of the microwave
system.
c. Checking results of path survey testing to verify that paths are viable.
d. Making modifications to the design based on results of those surveys. This is an
Iterative process and may require several design changes to accomplish.
e. Developing equipment requirements for the microwave system. This includes
• Size and location of antenna systems.
• Power requirements.
• Site modification requirements.
• Type and frequency band of microwave equipment.
Exhibit A
Agreement No. AG-C-365
Page 1 of 3
2. Determine network connectivity requirements and prepare network map locating all
components required to route all site network information to locations required. This
includes:
a. Determining proper equipment to use and creating an equipment list for
networking equipment, such as switches, routers, network cable, multiplex
equipment, wireless LAN equipment, and other associated items required to
meet the system requirements.
3. Create final equipment list by location for all components required for proper system
operation.
4. Create system installation layout and system map, using Visio, for installation team to
follow.
SCADA Svstem Desiqn Statement of Work
1. Prepare a system design and equipment list to support the current SCADA (Supervisory
Control and Data Acquisition) configuration being removed from the current wire line
system and to the new radio system, as requested by the City.
2. Determine the best RF path to a location for the new microwave backhaul for the
security video system.
3. Determine requirements to bring the SCADA information back to the current
administration location over the microwave backhaul.
4. Determine equipment requirements for the backhaul interface and radio system.
Provide quote for upgrading Wonder WareT"" software, including programming and
integration.
Assumptions
• Network addressing and programming are not included in this design work.
• As-built documentation is not included in this design work.
Final deliverables will be a report with:
• Final visual design materials.
• Path analysis.
• Recommended equipment with list pricing.
• Estimate of implementation services.
• List of expected installation tasks.
Customer Responsibilities
To enable Day Wireless Systems to perform the tasks listed above, the City must provide the
following:
Exhibit A
Agreement No. AG-C-365
Page 2 of 3
For Overall System
• A Project Manager named as a single point of contact to interface with Day Wireless
personnel.
• Reasonable access to sites, buildings, and facilities relevant to the project.
• Relevant architectural, structural, electrical drawings or schematics of the existing
system.
• An IP network with adequate bandwidth resources to support these new technologies.
For SCADA Svstem
• Identify all locations that currently transmit SCADA data back to the control center. The
City will provide a system map with site addresses.
• Provide a list of all older equipment modems and their locations.
• Provide the user manual for the equipment to which older modems are connected.
Schedule
The target delivery of the RF design report will be within 60 days of receipt of order.
Upon receipt of a purchase order, the assigned system designer will meet with the City to
review the work plan.
The initial concept design work will be prepared with software modeling.
The field services work will then be performed to verify link analysis and review site conditions.
With the field information, a final system design will be prepared for review by the City.
After City review, the final report will be prepared and delivered.
Exhibit A
Agreement No. AG-C-365
Page 3 of 3
CONSULTANT INVOICES
CONSULTANT invoices should contain the following information:
• On CONSULTANT letterhead.
• A cover letter stating the status of each task. This should include items completed, percent
completed during the billing period and completion along with funding status.
• Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
• Invoice date.
• Period of time invoice covers.
• Consultant Agreement # (i.e.: AG-C-115).
• Project number(s) listed (i.e.: PR562).
• CITY'S project manager listed.
• Previous and remaining base contract amounts left in each task and total contract - total
authorized amount (bottom line figure). Add amendments to this base contract amount for
total authorized amount.
• Percentage of work completed to date compared to total amount of work (if required by the
project manager).
• Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can get an
amendment in place.
• Invoices for previous year are due by January 15tn
• For granUspecial funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Agreement No. AG-C-365
Page 1 of 2
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Scott Nutter, Project Engineer
Agency Agreement AG-C-010
Invoice 5222
Progress Payment 2
Invoice Date: February 10, 2008
Project Name: Thomas Nelson Farm
Project PR562
Engineering Services performed during the period of: January 2002
TOTAL DUE THIS INVOICE
$ 3,681.49
CONTRACT BREAKDOWN
Task
Amount
Authorized
Prior Invoiced
This Invoice
Totallnvoiced
To Date
%
Ex ended
%
Com leted
Amount
Remainin
Original
Contract
$22,000.00
$ 1,025.00
$ 2,681.49
$ 3,706.49
20%
25%
$ 18,293.51
MRF*
2,500.00
0.00
1,000.00
1,0000.00
40%
45%
1,500.00
TOTAL
$ 24,500.00
$ 1,025.00
$ 3,681.49
$ 4,706.49
$ 19,793.51
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1/10/01 for Mechanical Engineer task in the amount of
$2,000.00.
Consultant Invoices
Agreement No. AG-C-365
Page 2 of 2
* '
CITY OF * _ *
Peter B. Lewis, Niayor
RN
N 25 West Maln Sheet * Aubum WA 98001-4998 * www.aubumwa.gov * 253-931-3000
WAS H I N GTO
Cf 1Y0F4U~~ ~
C°T' Ct FRscs r~F~ CE
May 6, 2010 AIAY 10ZO1Q
Susan Canizales
Day Wireless Systems
2415 South 200th Street
SeaTac, WA 98198
RE: Agreement No. AG-C-365
Project C524A, SCADA System Improvements
Dear Ms. Canizales: This letter is to inform you that the above-referenced Agreement for Professional
Services is being closed at this time. Our records indicate that we processed the
final payment for this agreement on July 25, 2009 for invoice #70528 in the
amount of $10,032.00. If you feel that this Agreement for Professional Services
should not be closed, or if there are any outstanding invoices, please inform me
by May 19, 2010.
Thank you for your ficm's professional services in work related to the microwave
point-to-point and video surveillance system RF design. If you should have any
questions, feel free to give rne a call at 253.804.5071. _
' cerely, I
Robert E. Lee III
Project Engineer
Department of Public Works
REL/ad/jr
ec:
AG-C-365
C524A (1.20)
AUBURN * MQRE THAN YOU IMAGINED