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HomeMy WebLinkAbout09-18-2006 ITEM VC-2ACITY OF U`B WASHINGTON AGENDA BILL APPROVAL FORM Agenda Subject: Date: Valley Cities Technology Project Interlocal Agreement September 7, 2006 Department: Attachments: Interlocal Agreement Budget Impact: Information Services for Consulting Services and Attachment including: Exhibits "A", "B" and "C" Administrative Recommendation: City Council authorize execution of Agreement for Consulting Services between the Valley Cities (Auburn, Fife, Puyallup, Sumner, Algona, Pacific, Kent, Renton, and Tukwila) and CBG Communications Inc. Background Summary: The purpose of this Agreement for Consulting Services between the Valley Cities (Auburn, Fife, Puyallup, Sumner, Algona, Pacific, Kent, Renton, and Tukwila) and CBG Communications Inc. is to develop a strategic plan to meet community and public agency needs through potential uses of fiber optic and wireless broadband infrastructure and services. CBG Communications will provide a high-level analysis of existing telecommunications infrastructure/services in the areas represented by the Valley Cities. The purpose of this analysis is to further understand how a comprehensive fiber optic and wireless broadband system can enhance existing connectivity, as well as provide broadband connectivity where none is being provided today. T0918-2 A3.16.12, 04.1.4 Reviewed by Council & Committees: Reviewed by Departments & Divisions: ❑ Arts Commission COUNCIL COMMITTEES: ❑ Building ❑ M&O ❑ Airport ® Finance ❑ Cemetery ❑ Mayor ❑ Hearing Examiner ❑ Municipal Serv. ❑ Finance ❑ Parks ❑ Human Services ❑ Planning & CD ❑ Fire ❑ Planning ❑ Park Board ❑Public Works ❑ Legal ❑ Police ❑ Planning Comm. ❑ Other ❑ Public Works ❑ Human Resources ❑ Information Services Action: Committee Approval: ❑Yes ❑No Council Approval: ❑Yes ❑No Call for Public Hearing Referred to Until _/_/ Tabled Until _1_/ Councilmember: Backus Staff: Rem her Meetin Date: Se tember 18, 2006 1 Item Number: V.C.2 AUBURN * MO1ZE THAN YOU IMAGINED AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT made and entered into on this day of _, 2006, by and between the CITIES OF AUBURN, FIFE, PUYALLUP, SUMMER, ALGONA, PACIFIC, KENT, RENTON AND TUKWILA, all municipal corporations of the State of Washington (hereinafter referred to collectively as the "Valley Cities"), and CBG COMMUNICATIONS, INC., hereinafter referred to as the "Consultant." WITNESSETH: WHEREAS, the Valley Cities have received funding from the Federal government to conduct strategic planning for future telecommunications infrastructure within the region encompassing the member cities; and, WHEREAS, the Valley Cities desire to retain the Consultant to provide certain services in connection with said project; and, WHEREAS, the Consultant is qualified and able to provide consulting services in connection with the Valley Cities' needs for the above-described work/project, and is willing and agreeable to provide such services upon the terms and conditions herein contained; and, WHEREAS, the Valley Cities wish to have the City of Auburn (hereinafter referred to as the "City") serve as the agent for the Valley Cities regarding the Consultant's services; and, WHEREAS, the City of Auburn agrees to act as agent for the Valley Cities. NOW, THEREFORE, the parties hereto agree as follows: Scope of Services. The Consultant agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks described on Exhibit "A" shall be individually referred to as a "task," and collectively referred to as the "services.") The Consultant shall perform the ser✓ices as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services. From time to time hereafter, the parties hereto may agree to the performance by the Consultant of additional services with respect to related work or projects. Any such agreement(s) shall be set forth in writing and shall be executed by the respective parties prior to the Consultant's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an addendum (agreement for additional services), such addendum shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such addendum were a part of this Agreement as originally executed. The Page 1 of 14 9/12/2006 performance of services pursuant to an addendum shall be subject to the terms and conditions of this Agreement except where the addendum provides to the contrary, in which case the terms and conditions of any such addendum shall control. In all other respects, any addendum shall supplement and be construed in accordance with the terms and conditions of this Agreement. Performance of Additional Services Prior to Execution of an Addendum The parties hereby agree that situations may arise in which services other than those described on Exhibit "A" are desired by the City and the time period for the completion of such services makes the execution of addendum impractical prior to the commencement of the Consultant's performance of the requested services. The Consultant hereby agrees that it shall perform such services upon the oral request of an authorized representative of the City pending execution of an addendum, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 7 of this Agreement. 4. Consultant's Representations. The Consultant hereby represents and warrants that it has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5. Valley Cities and City's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Consultant: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. C. Arrange for access to the property or facilities as required for the Consultant to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Consultant and render decisions regarding such documents in a timely manner to prevent delay of the services. e. Act as the agent of the Valley Cities in all aspects of the administration of this Agreement. f. Compensate the Consultant from the grant funds held by the City on behalf of the Valley Cities. The Valley Cities shall: a. Direct all instructions for the Consultant to the City. b. Furnish the Consultant with all information for the project and the services provided for herein. C. Designate in writing a person to act as providing information to the Consultant. Page2of14 9/ 12/2006 each city's representative with respect to 6. Acceptable Standards. The Consultant shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City. 7. Compensation. As compensation for the Consultant's performance of the services provided for herein, the City shall pay the Consultant the fees and costs specified on Exhibit `B" attached hereto and made a part hereof (or as specified in an addendum). The Consultant shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement, in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Consultant thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. 8. Time for Performance and Term of Agreement. The Consultant shall perform the services provided for herein in accordance with the direction and scheduling provided on Exhibit "C" attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall commence on the day of , 200_, and shall terminate upon completion of the performance of the scope of work provided herein, according to the schedule provided on Exhibit "C" attached hereto, unless otherwise agreed to in writing by the parties. 9. Ownership and Use of Documents. All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Consultant as part of his performance of this Agreement (the "Work Products") shall be owned by and become the property of the Valley Cities, and may be used by the Valley Cities for any purpose beneficial to the Valley Cities. 10. Records Inspection and Audit. All compensation payments shall be subject to the adjustments for any atriounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. 11. Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 12. Administration of Agreement. Page 3 of 14 9/12/2006 This Agreement shall be administered by, 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 Consultant Auburn City Hall Tom Robinson 25 West Main 73 Chestnut Road Auburn, WA 98001-4998 Suite 301 (253) 931-3000 FAX (253) 931-3053 Paoli, PA 19301 (610 889-7470 FAX (610)H9-7475 13. Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. 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. 14. Insurance. The Consultant shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. Prior to the execution of this Agreement, the Consultant has furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Consultant shall take out and maintain in full force and effect the following insurance policies: a. Commercial General Liability insurance, acceptable to the Valley Cities, insuring the Consultant against loss or damages arising from premises, operations, independent contractors and personal injury and advertising injury. Each Valley City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the Valley Cities, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in any one occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. c. Professional liability insurance with minimum liability limits of $1,000,000. d. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 9/12/2006 Page 4 of 14 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 15. Indemnification. The Consultant shall indemnify, defend and hold harmless each Valley City and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Consultant, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except for injuries and damages caused by the sole negligence of that Valley City. If a final judgment is rendered against a Valley City, its officers, agents, employees and/or any of them, or jointly against a Valley City and the Consultant and their respective officers, agents and employees, or any of them, the Consultant shall satisfy the same to the extent that such judgment was due to the Consultant's negligent acts or omissions. Each Valley City shall indemnify and hold all other Valley Cities and their agents, employees, and/or officers, harmless from and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against another Valley City arising out of, in connection with, or incident to the execution of this Agreement and/or the Indemnifying Valley City's performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of another Valley City, its agents, employees, and/or officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Indemnifying Valley City; and provided further, that nothing herein shall require the Indemnifying Valley City to hold harmless or defend another Valley City, its agents, employees and/or officers from any claims arising from the sole negligence of that other Valley City, its agents, employees, and/or officers. No liability shall attacli to the any Valley City by reason of entering into this Agreement except as expressly provided herein. It is specifically understood that the indemnifications provided hereunder constitutes a waiver of immunity under the Industrial Insurance laws, Title 51 RCW, solely as it relates to the indemnifying party's employees and solely for the purpose 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. 16. Assi nment. No party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 17. Amendment, Modification or Waiver. Page 5 of 14 9/12/2006 No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 18. Termination and Suspension. The City and the Consultant may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven (7) days written notice to the Consultant if the services provided for herein are no longer needed from the Consultant. If this Agreement is terminated through no fault of the Consultant, the Consultant shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit `B" hereof. 19. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub -contractors and their sureties. 20. Costs to PrevailingParty. In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 21. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Washington and venue for any action hereunder shall be in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Consultant of the services. 22. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural 9/12/2006 Page 6 of 14 and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 23. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 24. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 25. Counterparts. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN CONSULTANT Peter B. Lewis, Mayor Name: Title: Attest: Danielle E. Daskam, City Clerk Page 7 of 14 9/12/2006 CITY OF FIFE Attest: City Clerk Approved as to form: , City Attorney CITY OF SUMNER Attest: , City Clerk Approved as to form: City Attorney CITY OF PUYALLUP Attest: City Clerk Approved as to form: City Attorney CITY OF ALGONA Attest: City Clerk Approved as to form: Page 8 of 14 9/12/2006 , City Attorney CITY OF PACIFIC Attest: City Clerk Approved as to form: City Attorney CITY OF RENTON Attest: City Clerk Approved as to form: City Attorney CITY OF KENT Attest: City Clerk Approved as to form: , City Attorney CITY OF TUKWILA Attest: City Clerk Approved as to form: , City Attorney Page 9of14 9/12/2006 EXHIBIT A SCOPE OF WORK A. Develop a strategic plan to meet community and public agency needs through potential uses of fiber optic and wireless broadband infrastructure and services - I1. will be necessary to understand how a comprehensive fiber optic and wireless broadband system can enhance existing connectivity, as well as provide broadband connectivity where none. is being provided today. In this vein, some of the potential users and uses are: • Government communications services o Safety (Police and Fire) o Public Works o Social Services o Emergency notification Residential o Areas not served or underserved by cable modem, DSL or other forms of broadband o Digital divide issues o Areas requiring portability • Business o Areas not served or underserved by cable modem, DSL, or other means such as existing fiber optics o Impact on economic development and tourism CBG will perform the following activities and tasks: CBG will perform a high-level analysis of existing telecommunications infrastructure/services in the areas represented by the Valley Cities. This will include identifying broadband access options available to the communities in the Valley Cities' area, as well as businesses, residents, and schools within the area including provider names, contact information and general availability and functionality as well as the costs for those services. CBG will identify the current and future demand for fiber optic (backbone, dedicated and fiber -to -the -premises [FTTP]) and wireless broadband services in the Valley Cities area. Focus groups and discussions will be held with local officials in each community to determine internal needs, as well as known, unfulfilled, Community broadband needs, demands and concerns for current and future wireline and wireless telecommunications in the area. Specifically, various local agency staff such as IT, economic development, public Page 10 of 14 9/12/2006 safety and administration, and elected officials will have a sense for what current governmental as well as residential and business needs may exist. In addition to these meetings, relevant public documents will be identified reviewed. Focus groups will also be held with representative community, school district, and other educational and business organizations in each Valley Cities' jurisdiction concerning their wireline and wireless broadband needs. B. Determine the specific operational relationship between a new wireline/wireless broadband network and the current local government-owned emergency communications and wide area networks - Because the existing public safety systems are critical to the connectivity and communications applications of government and educational entities in the Valley Cities area, it will be extremely important to specifically look at the functions of the two systems that are synergistic with a potential new fiber optic wireline/wireless broadband network and how such a network can both interconnect to and expand and enhance the capabilities of existing systems. • CBG will work with the architects, engineers and operations personnel for the existing networks to explore the most feasible and efficient integration of a new wireline/wireless broadband system. C. Preparation and Analysis of a Mail -out Residential Survey — CBG will develop a survey instrument to be mailed to a random sampling of homes in each of the Valley Cities. Topic areas to be covered by the surveys include demographic information; current broadband services; attitudes toward a variety of broadband -related issues such as connection speed (transfer rate), cost, customer service, installation and applications; user profiles; needs and interests for additional and new broadband services; preference for various types of providers and systems; and other issues. CBG will work with the Valley Cities to develop the random sample and prepare an appropriate survey instrument. Copying, printing and sending and receiving mailing costs will be the responsibility of the Valley Cities (typically surveys are sent via first class mail to reinforce their importance, but are received back by business mail permit or another low cost means). In order to ensure valid statistical data for each individual city as well as the region as a whole, approximately 17,500 mailings will be made, covering the Valley Cities as indicated below. Page 11 of 14 9/12/2006 This will provide valid statistical data for the region as a whole, as well as the oversampling needed to provide valid statistical data that is individually applicable to each jurisdiction. • From all the data gathered above CBG will evaluate fiber/wireless broadband models to meet the needs assessed and begin to identify the parameters that would be needed in an RFP or other solicitation and development process. D. Assist the Valley Cities leadership in determining goals for a new wireline/wireless broadband network (such as uses and potential income) - Based on the information gathered in the above steps, CBG will equip the Valley Cities with the information needed as well as a basis for going forward with an RFP or other solicitation and development process to facilitate a fiber optic/wireless system in the Valley Cities area. The steps in Tasks 1 and 2 mentioned above will also ensure a high level of government official, business and residential input into, and understanding of, the ultimate fiber optic and wireless network model and solution. CBG will prepare a draft Strategic Plan and present it to the Valley Cities„ identifying potential system models, costs/benefits, identified uses and users and potential income if a revenue generating (rather than revenue neutral) model is pursued. • Feedback from the Valley Cities leadership will then be incorporated in the overall data set and a final Strategic Plan will be developed and a of which will be provided to each of the Valley Cities. Page 12 of 14 9/12/200.6 Table 3 Community Population Households Recommended Random Sampling Size Anticipated number returned Algona 2,460 879 300 101) Auburn 40,314 19,400 3,000 300 Fife 4,784 2,111 600 200 Kent 79,524 32,534 3000 300 Pacific 5,527 2,054 600 200 Puyallup 35,496 13,385 3000 300 Renton 50,052 22,699 3000 300 Sumner 8,504 3,687 1000 300 Tukwila 17,181 7,817 3000 300 Total 1 1 17,500 2,300 This will provide valid statistical data for the region as a whole, as well as the oversampling needed to provide valid statistical data that is individually applicable to each jurisdiction. • From all the data gathered above CBG will evaluate fiber/wireless broadband models to meet the needs assessed and begin to identify the parameters that would be needed in an RFP or other solicitation and development process. D. Assist the Valley Cities leadership in determining goals for a new wireline/wireless broadband network (such as uses and potential income) - Based on the information gathered in the above steps, CBG will equip the Valley Cities with the information needed as well as a basis for going forward with an RFP or other solicitation and development process to facilitate a fiber optic/wireless system in the Valley Cities area. The steps in Tasks 1 and 2 mentioned above will also ensure a high level of government official, business and residential input into, and understanding of, the ultimate fiber optic and wireless network model and solution. CBG will prepare a draft Strategic Plan and present it to the Valley Cities„ identifying potential system models, costs/benefits, identified uses and users and potential income if a revenue generating (rather than revenue neutral) model is pursued. • Feedback from the Valley Cities leadership will then be incorporated in the overall data set and a final Strategic Plan will be developed and a of which will be provided to each of the Valley Cities. Page 12 of 14 9/12/200.6 EXHIBIT B PROJECT COST The following hours and associated costs will be needed to perform each of the project elements for the Strategic Planning and Related Services Project. Category Task Hours CBG Cost Strategic planning to meet community and public agency needs through potential uses of fiber optic and wireless broadband infrastructure and services 102 $15,300 Operational relationship with existing public safety system 30 $4,500 Development and analysis of a residential community survey 52 $7,800"'" Assist the Valley Cities leadership in determining overarching goals for a fiber optic/wireless network (such as uses and potential income 16 $2,400 Sub Total 200 $30,000'' CBG to be reimbursed for expenses such as long distance telephone, contract clerical charges, postage, copy and reproduction expenses, Fed Ex or courier expenses, other similar expenses and where needed, travel expenses such as airfare, hotel, ground transportation, etc. 11% above Professional Services fees is used for estimation purposes. $3,300 Specific coding costs for residential community survey(2300 surveys returned $5,750 Total $39,050 A blended rate of $150 per hour is used for cost estimation purposes. The nine Valley Cities together are responsible for a sending mailing cost of approximately $8,750 (17,500 sent surveys times $0.50 per survey) and receiving mailing costs of approximately $345 (2,300 times $0.15 per received survey). CBG will not exceed the above total expenditure of $39,050.00 without prior authorization of the Valley Cities. Page 13 of 14 9/12/2006 EXHIBIT C TIME SCHEDULE AND DELIVERABLES FOR THE PROJECT Deliverable Delivery Date Delivery of Mail -out Residential Survey to the Cities September 1, 2006 Presentation of the Draft Strategic Plan November 15, 2006 Presentation of Final Strategic Plan December 15, 2006 Page 14 of 14 9/12/2006