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RESOLUTION NO. 3 7 8 7
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE A CONTRACT WITH
GLOBAL VOICES RADIO FOR EMERGENCY RADIO
COMMUNICATION SERVICES
WHEREAS, the City of Auburn is engaged in various municipal functions,
including emergency responses; and
WHEREAS, in order to be better prepared to respond to emergencies, it
would be advantageous for the City to have available to it radio transmission
system equipment for emergency and community purposes, thereby readying
itself to be engaged in the installation of a Community Security Network; and
WHEREAS, Global Voices Radio is able to provide the services needed
by the City in connection with the above-described project, and is willing and
agreeable to provide such services upon the terms and conditions contained in a
Contract negotiated and agreeable to both parties.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and the City Clerk are authorized to execute
an agreement in substantial conformity with the Agreement attached hereto,
marked as Exhibit "A" and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Resolution No. 3787
November 19, 2004
Page 1
Section 3. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Dated and Signed this ,0 day of
CITY O UBURN
PETER B. LEWIS
MAYOR
ATTEST:
Danielle E. Daskam,
City Clerk
APPR ED A TO FORM:
iel B. He
4_---
City Attorney
Resolution No. 3787
November 19, 2004
Page 2
CITY OF AUBURN AGREEMENT
FOR RADIO TRANSMISSION EQUIPMENT
THIS AGREEMENT made and entered into on this M -k~f' day of LAuvf'~~ ,
200_~ , by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Global Voices Radio hereinafter referred to as the
"Contractor."
WITNESSETH:
WHEREAS, the City is in need of a radio transmission system for emergency and
community purposes and readying itself to be engaged in the of installation of a Community
Security Network. Therefore, the City is in need of services to design and install a transmission
network; and,
WHEREAS, the City desires to retain the contractor to provide certain services in
connection with the City's work on such system; and,
WHEREAS, the Contractor is qualified and able to provide services in connection with
the City's needs for the above-described work/project, and is willing and agreeable to provide
such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Contractor 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 Contractor shall perform the services 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
Contractor 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 Contractor'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
performance of services pursuant to an addendum shall be subject to the terms and
Page 1 of 12
Exhibit "A"
Resolution No. 3787 November 19, 2004
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.
3. 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 Contractor's perfortnance of the requested services. The
Contractor 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. Contractor's Representations.
The Contractor hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5. Cit, 'ponsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Contractor:
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 Contractor 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 Contractor to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Contractor and render decisions regarding such
doctunents in a timely manner to prevent delay of the services.
e. The equipment will be the property of the City. All maintenance issues not
pertaining to installation and outside of warranty will be handled by the City.
6. Acceptable Standards.
The Contractor 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.
Page 2 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
7. Compensation.
As compensation for the Contractor's performance of the services provided for herein,
the City shall pay the Contractor the fees and costs specified on Exhibit "B" attached
hereto and made a part hereof (or as specified in an addendum). The Contractor shall
submit to the City an invoice of time spent, costs incurred, and materials provided for the
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 Contractor 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 Contractor 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 date hereof 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 Contractor as part of his performance of this Agreement (the "Work Products") shall
be owned by and become the property of the City, and may be used by the City for any
purpose beneficial to the City.
10. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts 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 Contractor agrees that, notwithstanding such dispute or conflict, the Contractor
shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
12. Administration of Ajzreement.
This Agreement shall be administered by Paul Nelson, on behalf of the Contractor, 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:
Page3of12
Exhibit "A"
Resolution No. 3787
November 19, 2004
Citv of Auburn Contractor
Auburn City Hall Global Voices Radio
25 West Main 110 2°d Street S.W., #100
Auburn, WA 98001-4998 Auburn, WA 98001-5218
(253) 931-3000 FAX (253) 931-3053 (253) 735-6328
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 Contractor 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. The Contractor shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Contractor shall take out and maintain in full
force and effect the following insurance policies:
a. Comprehensive public liability insurance, including automobile and property damage,
insuring the City and the Contractor against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance
by the Contractor of its obligations hereunder, 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.
15. Indemnification.
The Contractor shall indemnify and hold harmless the 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, by any reason of or arising out of the
negligent act or omission of the Contractor, its officers, agents, employees, or any of
them relating to or arising out of the performance of this Agreement. If a final judgment
is rendered against the City, its officers, agents, employees and/or any of them, or jointly
Page 4 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
against the City and the Contractor and their respective officers, agents and employees, or
any of them, the Contractor shall satisfy the same to the extent that such judgment was
due to the Contractor's negligent acts or omissions.
16. Assijzmment.
Neither 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.
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.
Either party 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 Contractor if the services provided for herein are no longer needed from the
Contractor.
If this Agreement is terminated through no fault of the Contractor, the Contractor 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.
Page5of12
Exhibit "A"
Resolution No. 3787
November 19, 2004
20. Costs to Prevailing Party.
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 the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then 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 Contractor 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 p.art 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
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.
Page 6 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBU N CON CTOR~
Peter . Lewis, Mayor Name: /»qvt- q/?qjnV
Title: 7~~--
Attest:
,
kt4-~ ~
Name:
Danielle Daskam City Clerk Title:
Approv d to .
Da 'el B. Heid, ' Attorney _
Page 7 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
STATE OF WASHINGTON )
) ss.
COLTNTY OF ~ / ! ~ )
ON T IS day of , 200befare me, personally
appeared fL,'e(`su and , to
me known to be the i ik K ,tic and
of the Contractor, the party(ies) who executed - the corporation/company that executed the within and
faregoing instrument, and acknowledged said instrument to be his/her/their the free and voluntary act and
deed of said corporationlcompany, for the uses and purposes therein mentioned, and on oath stated that
they were authorized to execute said instrument.
~ ,GIVEN
under my hand and official seal this day of , 200~.
y~QN•~~•,,p • , 7 ~i f'-~'~~~E? ~
~ ' r~
' ,s• ~ pi'"~Y i i NOTARY PUBLIC in and for the State of
t Q~,: 0 : Z ; Washington, residing at
'U pV?s'yXG1• r~ = My Commission Expires:
I y ~ ~
oF`~
F
Page 8 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
EXHIBIT "A"
Scope of Services for transmission system:
Contractor will site survey, design and install a transmission system on a single building roof top
referred to as "Phase P.
Preliminary System Design
Global Voices Radios through Radioedu.com has developed a preliminary plan for the system
installation, and reviewed this with both the manufacturer and several technicians. We believe
that this will provide the most cost-effective single-site installation possible. The use of a single
site for "Phase 1" of this project will allow for the maximum efficiency in installation and tuning
of the systems and should additionally allow for low cost long-term maintenance. Final design
will be provided upon completion of a site inspection.
• Transmission
This preliminary system design will utilize a series of 5 transmission points on a single building
rooftop. Phasing the array with a Global Positioning System-based synchronizer will prevent
interference and allow for the use of GPS systems in Phase 2 without additional retrofitting of
Phase 1 equipment. Audio will be provided from the existing studio location for Auburn
Community Radio to the transmission systems on the roof of the same building.
Pathways for audio, phase and power cabling will need to be determined on site, in advance of
the installation. Additionally, on site measurements will be needed to determine the current
impact of several local broadcast towers near the selected sites. This will be done with
professional field intensity measurement equipment.
Site inspection will allow for a more accurate prediction of the coverage for the proposed Phase
1 system and projections for the Phase 2 costs. It will also allow for direct discussion with the
needed local contractors and officials for planning.
• Audio
Two important areas will need attention to make Auburn Community Radio's audio sound like a
commercial station: Automation will help with the clean, professional program material and the
overall broadcast sound will be enhanced with audio processing equipment.
Page 9 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
A well focused digital audio automation system will be critical to the operation, sound and
flexibility of Auburn Community Radio. Allowing both unattended operation and the use of
preloaded emergency information, an automation system will additionally free members to
fundraise, develop new programming and reach out to the community.
Digital audio processing will be critical to the sound levels and qualitY of the Auburn
Community Radio signal. While a local commercial station may have 10,000 watts, Auburn
Community Radio's transmitters will be rated at 1/l Ot" of a watt. This makes it vitally important
that the audio be processed and modulated in a manner that belies the size of the transmission
system to the average listener.
Projected Costs Phase I:
T e Qt'' Unit Extended 'Vendor '
Transmission System 5 $1700.00 $8500.00 Ran emaster
Cablin (Audio/Pwr/GPS) 6 $250.00 $1500.00 Canare/other
Audio Processing 1 $3000.00 $3000.00 BGSBW
Audio Automation 1 $600.00 $600.00 11 Software
Design Services 1 $1800.00 $1800.00 Radioedu.com
Site Surve (man da s) 4 $500.00 $2000.00 Radioedu.com
Travel Costs airfare 2 $400.00 $800.00 Airline TBD
Travel Costs per diem 6 $120.00 $720.00 Radioedu.com
Installation (man da s 8 $500.00 $4000.00 Radioedu.com
Travel Costs airfare 2 $400.00 $800.00 Airline TBD
Travel Costs er diem 6 $120.00 $720.00 Radioedu.com
Travel Da s 2 $250900 $500.00 Radioedu.com
$24,940.00
All transmitters installed will be the property of the City of Auburn. If the City chooses to add
additional transmitters via a Phase II to reach pocketed areas of the City that are not covered by
the initial five transmitters installed in Phase I, they too will become the property of the City.
Page 10 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
Exhibit "B"
Payment for transmission system Phase I:
Per Schedule in Exhibit "A" the cost shall be $24,940.
The City of Auburn will pay the Contractor, Global Voices Radio, 110 2°d Street S.W., #100,
Auburn, WA 98001-5218 for all transmission system work.
Upon execution of this agreement, Global Voices Radio shall submit an invoice for $3,520 for
the site survey work. Included with the invoice will be a W-9 form listing the vendors Tax
Identification Number. If invoice and W-9 are received by December 10, 2004 payment will be
processed on the next voucher run, December 20, 2004.
Upon completion of design and approved by Global Voices Radio, vendor may submit an
invoice for 20% of the project cost, $4,988.
Upon completion and approval of work by Global Voices Radio, vendor may submit a final
invoice for balance of contract, $16,432.
Phase 2 Transmission System:
At the City's option, additional transmitters to reach remote points may be installed by vendor.
The Scope and cost of this project to be determined via an amendment to the agreement.
Page 11 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004
Exhibit "C"
Time for Performance and Term of Agreement Transmission System:
Site Survey and System Design shall be completed within 45 days of execution of this agreement
and installation shall be complete within 60 days of the completion of the Site Inspection and
System Design.
Page 12 of 12
Exhibit "A"
Resolution No. 3787
November 19, 2004