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HomeMy WebLinkAbout4499 +--------------------------------------------------------------------------+ =fpress Esc Key to Insert new record, Ctrl-Z to Clear form =f = =Press Del Key to Terminate Insert Mode - - INSERT + Contract Number =f =fVendor Name = =Subj ect = =Department ==Status Code Contract Maintenance 4499 WIRELESS FIDELITY NETWORKS LLC SURVEY - WIRELESS POLICE PRO + =f =f =1, Amount Begin Date End Date Review Date $6534.00 08/01/2005 09/30/2005 02/15/2007 + Insurance + Type Amount =f Press Fl for GL $2000000.00 =f valid insuranceAL $1000000.00 =f type codes E&O $1000000.00 =f =f =1, Insurance Total Insurance Review Date $4000000.00 11/01/2005 Comments VAULT 01/01/2007 =f +--------------------------------------------------------------------------+ PROFESSIONAL SERVICES AGREEMENT [Wireless Survey/Wireless Fidelity Networks] The City of Bremerton ("City") and Wireless Fidelity Networks, LLC ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional servIces: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated July 1, 2005, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.G. of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A, Sections Band C is to be completed as provided for in the work schedule attached hereto as Exhibit A, Sections C and D; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in section IX (A) of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $6,534.00. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit A, Section F and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit A, Section F. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Bremerton/Wireless Fidelitv Networks. LLC Wireless Survey Page 1 of7 IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. 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, agents 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 CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLEL Y FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. Bremerton/Wireless Fidelity Networks. LLC Wireless Survey Page 2 of7 VI. 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, sub-consultants or sub-Consultants. Before beginning work on the project described in this Agreement, 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 Liabilitv insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general 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; and 3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and aggregate. 4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per occurrence/claim. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims-made" basis. 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 an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability 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 Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. Bremerton/Wireless Fidelity Networks. LLC Wireless Survey Page 3 of7 VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the. City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All. data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Bellevue, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. D. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Bellevue, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. Bremerton/Wireless Fidelity Networks. LLC Wireless Survey Page 4 of7 F. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. G. Modification: This Agreement may only be modified by written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City of Bremerton 345 6th Street, Suite 600 Bremerton, W A 98337 Consultant Address Wireless Fidelity Networks 2018 156th Ave NE Bellevue, W A 98007 I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. J. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. K. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. M. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. N. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- Bremerton/Wireless Fidelity Networks. LLC Wireless Survey Page 5 of7 performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. ~2# its: ~4~~' ~ /cr~ ~ Date:.. . - a~ '" --- CiSL~1t- By: Dar ij1l E. Hunt its: Managing Member. CEO Date: CJv.\Y2. \)200 S R:\LEGAL\Contracts\Police\ Wireless Bremerton PSA 2005 (v3).doc Bremerton/Wireless Fidelity Networks. LLC Wireless Survey Page 6 of7 Exhibit A, Sections Band C Scope of Work Exhibit A, Sections C and D Work Schedule Exhibit A, Section F Fee Schedule Bremerton/Wireless Fidelity Networks, LLC Wireless Survey Page 7 of7 Scope Of Work EXHIBIT A Wireless Fidelity Networks (WFN) Date of Request: July 1, 2005 To: Consultant From: Bremerton Police Department City of Bremerton - Wireless Site Survey Department/Agency Work Order/Project Name ~e ofWOfk Objective: City of Bremerton's objective is to obtain a consultant experienced in planning and deployment of wireless network technology to assist the city in producing a wireless site survey, to be used as the foundation for deploying an outdoor wireless 802.11 big networks for police department use. The finished product, identifying upto eleven (11) 802.11b/g coverage locations within the city, will be used by the city to deploy its wireless network. Background: The Office of Information Technology & Purchasing and the Police Department has expressed interest in providing wireless zones for officers while on patrol. The areas within the Bremerton city limits consist primarily of residential, commercial and seaports. Officers currently have laptops within their cars; wireless hotspots will provide officers a means to send reports and access information over a secure wireless communications link while in their beats. The City of Bremerton through a Comcast partnership has an existing fiber ring connecting more the 11 city buildings across Bremerton. The City wants to use this fiber infrastructure as the transport for its wireless network. City buildings across the police beats for wireless hotzones are well. distributed. The exception is the West Central District, fiber and city facilities are limited in this District, based on the 1/20/2005 GIS Map. Careful attention and consideration of a wireless hotzone will be important in the West Central District. Wireless Fidelity Networks (WFN) will complete the wireless site survey. WFN together with its sub contractors; Lockheed Martin Information Technology and Connected Technologies have the experience to engineer, source, integrate, test and install Bremerton's Wireless network, Page 1 Scope Of Work I Wireless Fidelity Networks can provide ongoing operations, maintenance and support as well. Description Bremerton's 20als are two-fold; A. Obtain wireless site surveys for hotzones within the police beats and B. obtain a predictive site survey for a wireless network covering the City of Bremerton. The consultant will deliver the site survey report based on a (hotzone concept) for 11 locations including the West Central District and deliver the predictive wireless site survey covering Bremerton. The consultant will be expected to bring their experience and background in development of wireless services for similar organizations and combine it with information provided by COB staff. Specific information regarding design, implementation, operations and management, are beyond the scope of this effort and can be contained in a future project, if the COB contracts with WFN at a future date. Page 2 Scope Of Work The WFN Team acknowledges that this is a collaborative effort between the COB and WFN. WFN's goal is to capture pertinent RF information and simulate it into a cohesive wireless site survey. Approach 1. Develop an RF Prediction Model (WFN office work) .. Based upon receipt of electronic City Maps, GIS drawings, building address, IT infrastructure and fiber map, WFN will develop an analysis indicating wireless zone placement, potential RF transmission and interference obstacles. 2. Validation of Prediction (WFN on-site work) .. Upon completion of the prediction model, a site visit to Bremerton and each of the locations is scheduled. Using site survey tools including access points, laptops and software, we will monitor and collect data, and validate the prediction model that will deliver reliable wireless coverage. 3. Analysis and Development of RF Site Survey Reports . Data will be collected by various methods to produce the site survey reports; City maps, Mfg specs and capabilities, establishing two-way communications via stationary and mobile units at various points around City facilities. Testing will ofRF signal prorogation will performed with a free running program that constantly, transmit, checks, displays signal quality between the two units, and use of mfg standard performance specifications. Mobile units move throughout the area to be covered and results analyzed against our model determining placement and quantity of equipment required to provide a reliable wireless hotzone. Section C. Deliverables The consultant will be responsible for delivering the following wireless design consisting of; 1. Identification of wireless hot zones & city-wide coverage prediction 2. Photos of facilities and access point placement 3. Hardware requirements/Bill of Materials 4. Network diagram 5. Installation considerations Page 3 Scope Of Work To accomplish the work WFN has develop the following schedule of events and deliverables. It should be noted that communications between COB and the WFN will occur during the development of each deliverable. . Contract Award . Finalize scope of work . 1st meeting with COB IT to collect information . 2nd meeting with police department to collect information . Map Facilities for RF Coverage . Conduct Site Survey . Complete Site Survey Report . Complete City-Wide RFP Prediction Model . 3rd meeting & submit final reports to COB . Final meeting and presentation to COB June 28, 2005 July 18, 2005 Aug 5, 2005 Aug 12, 2005 Aug 12, 2005 Aug 15, 2005 Aug 26, 2005 Aug 27, 2005 Aug 27, 2005 Sept 9, 2005 Section D. Duration of Work Work is to begin on JULY 18, 2005. First meeting between COB and WFN to take place by July 25th. The final report will be completed by August 27TH Darryl Hunt Troy Smith Justin Benoit Technology Delivery Manager Chief Wireless Officer Senior Wireless Engineer Upon Receipt of Invoice Final Site Survey Report Submitted @Project En~ ~c '"Totell $;9i$3~:Q~/:) Page 4