HomeMy WebLinkAboutProfessional Service Agreement with Zial for Wireless Network Maintenance
AGREEMENT FOR
PROFESSIONAL SERVICES:
WIRELESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
THIS AGREEMENT, made this 2'!.L day of /Iu-~r ,2006, by and
between the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho, hereinafter referred to as "CITY," 33 East Idaho Avenue, Meridian, Idaho 83642, and
Solstice Network Group, Inc., doing business as Zial Network, hereinafter referred to as "ZIAL,"
whose business address is P.O. Box 6529, Boise, Idaho 83707.
-~
1. Scope of Services: ZIAL shall perform all services, and comply in all respects,
pursuant to and as specified in the document entitled "Scope of Services" a copy
of which is attached hereto as Exhibit A and incorporated herein by this reference.
Nothing set forth herein shall bind CITY to engage ZIAL for the performance of
services not covered by this agreement.
2. Time of Performance: This agreement shall become effective upon execution by
both parties, and shall expire on July 31, 2007 unless earlier terminated or
extended.
3.
Indemnification and Insnrance: ZIAL shall indemnify and save and hold
harmless CITY from and for any and all losses, claims, actions, judgments for
damages, or injury to persons or property and losses and expenses caused or
incurred by ZIAL, its servants, agents, employees, guests, and business invitees,
and not caused by or arising out of the tortious conduct of CITY or its employees.
ZIAL shall maintain, and specifically agrees that it will maintain, throughout the
term of this Agreement, liability insurance in the minimum amount as specified in
the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. The
limits of insurance shall not be deemed a limitation of the covenants to indemnify
and save and hold harmless CITY; and if CITY becomes liable for an amount in
excess of the insurance limits, herein provided, ZlAL covenants and agrees to
indemnify and save and hold harmless CITY from and for all such losses, claims,
actions, or judgments for damages or liability to persons or propeliy.
Additionally, ZIAL shall maintain Workers Compensation Insurance, in the
statutory limits as required by law. ZIAL shall provide CITY with a Certificate of
Insurance, or other proof of insurance evidencing ZIAL'S compliance with the
requirements of this paragraph and file such proof of insurance with the CITY. In
the event the insurance minimums are changed, ZIAL shall immediately submit
proof of compliance with the changed limits. Evidence of all insurance shall be
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE I OF 12
submitted to the City Clerk with a copy to Meridian City Accounting, 33 East
Idaho Avenue, Meridian, Idaho 83642.
4. Independent Contractor: In all matters pertaining to this agreement, ZIAL shall
be acting as an independent contractor, and neither ZIAL nor any officer,
employee or agent of ZIAL will be deemed an employee of CITY. The selection
and designation of the personnel of CITY in the performance of this agreement
shall be made by CITY.
5. Compensation: ZIAL shall be compensated for professional services set forth
herein in the amount of$5,686 per year ($1,421.50 per quarter). Compensation
for services not covered by this agreement shall be negotiated separately. Nothing
set forth herein shall bind CITY to engage ZIAL for thc pcrformancc of scrviccs
not covered by this agreement.
6. Method of Payment: ZIAL will invoice the City of Meridian Accounting
Department at 33 East Idaho Avenue, Meridian, Idaho 83642 directly for all
current amounts earned under this Agreement on a quarterly basis. CITY will pay
all valid invoices within thirty (30) days after receipt.
7. Notices: Any and all notices required to be given by either of the parties hereto,
unless otherwise stated in this agreement, shall be in writing and be deemed
communicated when mailed in the United States mail, certified, return receipt
requested, addressed as follows:
Terry Paternoster, IT Manager
City of Meridian
33 E. Idaho Avenue
Meridian, Idaho 83642
Chris Adams, President
Zial Networks
P.O. Box 6529
Boise, Idaho 83707
Either party may change its address for the purpose ofthis paragraph by giving
written notice of such change to the other in the manner herein provided.
----ok
determined by a Court of competent jurisdiction. This provision shall be deemed
to be a separate contract between the partics and shall survive any default,
tennination or forfeiture of this Agreement.
9. Time is of the Essence: The parties hereto acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition and provision
hereof, and that the failure to timely perform any of the obligations hereunder
shall constitute a breach of, and a default under, this Agreement by the party so
failing to perform.
· 10. Assignment: It is expressly agreed and understood by the parties hereto, that
ZIAL shall not have the right to assign, transfer, hypothecate, subcontract, or sell
any of its rights under this Agreement except upon tht: prior express written
consent of CITY.
11. Discrimination Prohibited: In performing the Services required herein, ZIAL
shall not discriminate against any person on the hasis of race, color, religion, sex,
national origin or ancestry, age or disability.
12. Reports and Information: At such times and in such forms as the CITY may
require, there shall be furnished to the CITY such statements, records, reports,
data and information as the CITY may request pertaining to matters covered by
this Agreement.
13. Audits and Inspections: At any time during business hours and as often as the
CITY may deem ncccssary, thcrc shall be made available to the CITY for
examination all of ZIAL'S records with respect to all matters covered by this
Agreement. ZIAL shall permit the CITY to audit, examine, and copy such
records, and to make audits of all contracts, invoices, materials, payrolls, records
of personnel, conditions of employment and other data relating to all matters
covered by this Agreement.
. 15. Compliance with Laws: In performing the scope of services required hereunder,
ZIAL shall comply with all applicable laws, ordinances, and codes of Federal,
State, and local governments.
16. Changes: Proposed changes to the "Scope of Services" or "Compensation for
Services" documents, including any increase or decrease in the amount of ZIAL's
compensation, shall be submitted in writing. The party to whom the change is
proposed shall have ninety (90) days to accept or reject the proposed change.
Changes which are mutually agreed upon by and between the CITY and ZIAL
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 3 OF 12
shall be incorporated into this Agreement by written amendment signed by both
parties.
17. Termination: If, through any cause, ZIAL, its officers, employees, or agents fails
to fulfill in a timely and proper manner its obligations under this Agreement,
violates any ofthe covenants, agreements, or stipulations of this Agreement,
falsifies any record or document required to be prepared under this agreement,
engages in fraud, dishonesty, or any other act of misconduct in the performance of
this contract, or ifthe Meridian City Council determines that termination ofthis
Agreement is in the best interest of CITY, the CITY shall thereupon have the right
to terminate this Agreement by giving written notice to ZIAL of such termination
and specifying the effective date thereof at least fifteen (15) days before the
effective date of such termination.
ZIAL may terminate this agreement at any time by giving at least sixty (60) days
notice to CITY.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by ZIAL pursuant to and under this
Agreement shall, at the option of the CITY, become its property, and ZIAL shall
be entitled to receive just and equitable compensation for any work satisfactorily
completed hereunder.
Notwithstanding the above, ZIAL shall not be relieved ofliability to the CITY for
damages sustained by the CITY by virtue of any breach ofthis Agreement by
ZIAL, and the CITY may withhold any payments to ZIAL for the purposes of set-
offuntil such time as the exact amount of damages due the CITY from ZIAL is
determined. This provision shall survive the termination of this agreement and
shall not relieve ZIAL of its liability to the CITY for damages.
18. Construction and Severability: If any part of this Agreement is held to be
invalid or unenforceable, such holding will not affect the validity or enforceability
of any other part of this Agreement so long as the remainder of the Agreement is
reasonably capable of completion.
19. Entire Agreement: This Agreement contains the entire agreement of the parties
and supersedes any and all other agreements or understandings, oral of written,
whether previous to the execution hereof or contemporaneous herewith.
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 4 OF 12
20. Applicable Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and the ordinances of
the City of Meridian.
21. Approval Required: This Agreement shall not become effective Of binding until
approved by CITY.
:r~l tij~
L- . C Hf2-(S fTO.4Wt S
CITY OF MERIDIAN
"""..,,~~~~~1:
"",'cT ""'~ '$ 9- p6
~....-;y~ , III/~_~ ~ Cii, C9WnM --
g r ~~' \
- -
~ ~
- -
- -
Attest:
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 5 OF 12
Approved as to Content
BY.~~
KElT S, P SING AGENT
Dated: '1;/2-)00
Department Approval
BY:
h.(f' ~h//~s7'-,-/"'
TITLE: 2. / 1111/ uJ1Cnrf-<
Dated: 6fYZtl/6
APpro~ as to ~
BY::?~ -.:../
CITY4?F'TORNEY
Dated: <6 (? f 66
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 6 OF 12
EXHIBIT A
SCOPE OF SERVICES
A. Definitions: For purposes ofthis Agreement, the following terms, phrases, words, and
derivations shall have the meanings given herein.
1. BENCHMARK SPECIFICATIONS: the acceptable speed and quality of performance of
the Wireless Network Infrastructure; specifically:
Subscriber Units (per device): an average ping response time of eighteen (18)
milliseconds or less, with zero (0) dropped packets, and an aggregate
throughput rate of twenty-two (22) Mbps.
Base Stations (per device): an average ping response time of ODe (1) milliseconds
or less, with zero (0) dropped packets, and at an aggregate throughput rate of
twenty-two (22) Mbps.
Back-Haul (per device): an average ping response time of one (1) milliseconds or
less, with zero (0) dropped packets, and a data throughput rate of ninety (90)
Mbps.
2. BUSINESS HOURS: Time period between 7:00 a.m. and 7:00 p.m.
3. NETWORK ADMINISTRATOR: CITY's Information Technology Manager!
Administrator and/or his designee
4. NON-BuSINESS HOURS: Time period between 7:00 p.m. and 7:00 a.m.
5. WIRELESS NETWORK INFRASTRUCTURE: Any and all networking devices and
support services enabling and!or facilitating point-to-multipoint radio transmissions
within CITY's networked communications system. The Wireless Network
Infrastructure includes, but is not limited to, all devices and equipment between radios
and antennae, all devices and equipment connecting the wireless system to CITY's
Local Area Network (LAN), all software facilitating the operation of such devices, the
monitoring and maintenance of such devices and equipment, and appropriate security
measures preventing unauthorized use thereof or interference therewith.
B. ZIAL's Responsibilities
I. ZIAL shall provide the following services to CITY at any and aU times, during
business and/or non-business hours:
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFKASTKUCTUI:Ui
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 7 OF 12
a. ZIAL shall provide oversight and monitoring of any and all components ofthe
Wireless Network Infrastructure.
b. ZIAL shall provide a method by which CITY's Network Administrator may
report any problem with the Wireless Network Infrastructure at any time.
c. ZIAL shall provide the name and contact information of personnel to whom
CITY may report any problem with the Wireless Network Infrastructure at any
time. ZIAL shall, when practicable, notify CITY of any change in such
personnel and/or contact information, whether such change be temporary or
permanent, at least seven (7) calendar days before the change. Such
notification shall include thc narnc and contact infomlation of the replacement
personnel to whom CITY may report any problem with the Wireless Network
Infrastructure at any time.
d. ZIAL shall provide materials and supplies necessary for ZIAL to oversee,
monitor, maintain, and repair the Wireless Network Infrastructure, including,
but not limited to, antennae coax cable, connectors, fasteners, bolts, and
screws, but ZIAL shall first provide actual notice to CITY's Network
Administrator where the installation of such enumerated or additional
equipment is or may be necessary to maintain or repair the Wireless Network
Infrastructure or restore service and shall obtain approval of the Network
Administrator before making such installation.
e. ZIAL shall provide CITY's Network Administrator forty-eight (48) hours
actual notice of any scheduled, non-emergency outage, interruption of use, or
foreseeable degradation ofthe Wireless Network Infrastructure. Scheduled,
non-emergency outages shall occur only when and as agreed by CITY.
f. ZIAL shall work with CITY's Network Administrator to provide the necessary
remote access pathways through all firewalls as necessary to reach the http
port and ssh port on the monitoring server at the water tower and to otherwise
oversee and monitor the Wireless Network Infrastructure.
g. ZIAL shall not remove from CITY premises equipment purchased, owned, or
otherwise in the possession or control of CITY.
h. ZIAL shall comply with and/or use security measures, protocols, and/or
equipment put into place by CITY to secure the Wireless Network
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFRASTRUCl'URE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 8 OF 12
Infrastructure, the Local Area Network, and/or any other CITY property or
equipment.
1. ZIAL shall ensure that the Wireless Network Infrastructure is secure at all
times.
J. ZIAL shall not be responsible for the cost of replacing Wireless Network
Infrastructure components damaged or destroyed by a natural disaster or act of
God. ZlAL shall be responsible under this agreement for maintenance, repair,
installation of upgrades, and restoration of service and/or connectivity
following any such natural disaster or act of God.
k. ZIAL personnel shall maintain all certifications ncccssary to complete ZIAL' s
responsibilities under this agreement.
1. ZIAL shall address and resolve any and all failures of the Wireless Network
Infrastructure to meet benchmark specifications as herein defined, any and all
outages of the Wireless Network Infrastructure, and any and all degradations
of the Wireless Network Infrastructure as quickly as possible, and/or unless
and/or until the problem is determined to be unrelated to the Wireless
Network Infrastructure, in which case ZIAL shall communicate the problem to
CITY's Network Administrator.
m. ZIAL warrants that all reasonable measures within its resources shall be taken
to ensure the performance, availability, and integrity ofthe Wireless Network
Infrastmcture.
2. ZIAL shall provide the following services to CITY during business hours:
a. ZIAL shall provide maintenance, operational support, and repair of any and all
components of the Wireless Network Infrastructure.
b. ZIAL shall evaluate and install Firmware upgrades to the Wireless Network
Infrastructure. Such installations shall be scheduled per the instruction of
CITY's Network Administrator. If there is a cost [or illl;; Firmware by the
manufacturer, the CITY shall be responsible for the actual cost ofthe
Firmware.
c. Where CITY provides at least two (2) hours actual notice of a change in the
Local Area Network which may change the state of connectivity of the
Wireless Network Infrastructure, ZIAL shall re-establish connectivity and/or
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 9 OF 12
provide any necessary maintenance, operational support, or repair to the
Wireless Network Infrastructure resulting from such change.
d. Where, during business hours, the Wireless Network Tnfrastructme fails to
meet the benchmark specifications, and/or an outage and/or degradation of the
Wireless Network Infrastructure occurs, ZIAL shall provide the following
services to CITY:
1. ZIAL shall utilize ongoing monitoring systems to detect and determine
the source of the problem within the Wireless Network Infrastructure;
n. ZIAL shall contact CITY's Network Administrator by telephone
within thirty (30) minutes ofthc occurrcnce ofthe problem to brief the
Network Administrator on specific steps that have been and will be
taken to resolve the problem and to schedule access to a component of
the Wireless Network Infrastructure where necessary;
lll. Where physical access to a component ofthe Wireless Network
Infrastructure is required to resolve the problem, ZIAL shall arrive on
site within two (2) hours of the conclusion of the contact with CITY's
Network Administrator; and
IV. ZIAL shall continue monitoring via SNMP polling at one-minute
intervals.
b. Where, during business hours, the Wireless Network Infrastructure fails to
meet the benchmark specifi.cations, and/or an outage or degradation of the
Wireless Network Infrastructure occurs, ZIAL shall resolve the problem that
day, regardless of whether such resolution is completed by 7:00 p.m. Where
maintenance or repair is initiated during business hours, ZIAL shall continue
such maintenance or repair until resolution is achieved, even where such
maintenance or repair extends into non-business hours. Where ZIAL initiates
such maintenance or repair during business hours and continues such
maintenance or repair into non-business hours, all terms of this agreement
shall apply. CITY shall not incur non-busim:ss raks or otht::r costs in such
situation; rather, such situation is covered by this agreement.
~.-
3. ZIAL shall provide the following services to CITY during non-business hours:
a. Where, during non-business hours, the Wireless Network Infrastructure fails
to meet the benchmark specifications, and/or an outage or degradation of the
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIJ:{HLESS NETWURK lNFRASTRUCTUJ:{H
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 10 OF 12
Wireless Network Infrastructure occurs, CITY may engage any service
provider of CITY's choosing to resolve the problem. Such service provider
may be or include, but shall not necessarily be, ZIAL. In the event that CITY
engages ZIAL to conduct maintenance or repair of the Wireless Network
Infrastructure during non-business hours, CITY shall negotiate terms and
compensation with ZIAL separately from this agreement. Nothing set forth
herein shall bind CITY to engage ZIAL for the performance of services not
covered by this agreement.
b. Where, during non-business hours, the Wireless Network Infrastructure fails
to meet the benchmark specifications, and/or an outage or degradation of the
Wireless Network Infrastructure occurs, ZIAL shall initiate the following
protocol at 7:00 a.m. on the morning following such problem:
1. ZIAL shall utilize ongoing monitoring systems to detect and determine
the source ofthe problem within the Wireless Network Infrastructure;
II. ZIAL shall contact CITY' s Network Administrator by telephone by
7:15 a.m. to brief the Network Administrator on specific steps that
have been and will be taken to resolve the problem and to schedule
access to a component of the Wireless Network Infrastructure where
necessary;
lll. Where physical access to a component ofthe Wireless Network
Infrastructure is required to resolve the problem, ZIAL shall arrive on
site within one (1) hour of the conclusion ofthe contact with CITY's
Network Administrator; and
IV. ZIAL shall continue monitoring via SNMP polling at one-minute
intervals.
C. CITY's Responsibilities
1. CITY shall provide the name and contact information of CITY's Network
Administrator, which person shall serve as Zial's contact for cornrnunicalions with
CITY at any time. CITY shall, where practicable, notify ZIAL of any change in the
Network Administrator and/or contact information, whether such change be
temporary or permanent, at least seven (7) calendar days before the change. Such
notification shall include the name and contact information ofthe replacement
personnel with ZIAL may communicate at any time regarding the Wireless Network
Infrastructure.
ZIAL PROFESSIONAL SERVICES AGREEMENT
WIRELESS NETWORK lNFRASTKUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 11 OF 12
2. CITY shall maintain CITY's Local Area Network so that the operation thereof docs
not compromise the performance or integrity of the Wireless Network Infrastructure.
3. CITY shall provide support to City of Meridian employees in using the Wireless
Network Infrastructure.
4. CITY shall provide ZIAL with at least two (2) hours actual notice of a change in the
Local Area Network which may change the state of connectivity of the Wireless
Network Infrastructure.
. 5. CITY shall work with ZIAL to provide the necessary remote access pathways through
all firewalls as necessary to reach the http port and ssh port on the monitoring server
at the water tower and to otherwise oversee and monitor the Wireless Network
Infrastructure.
6. CITY's Network Administrator may secure remote access pathways established to
facilitate ZIAL's oversight and monitoring functions by changing access codes and
passwords at his discretion. CITY's Network Administrator shall notify ZIAL at least
twenty-four (24) hours prior to making such changes, except where such changes are
immediately necessary to secure the Local Area Network.
D. Wireless Network Infrastructure Performance. ZIAL warrants that the Wireless
_. Network Infrastructure is and shall be capable of meeting benchmark specifications as
defined herein.
ZIAL PROFESSIONAL SERVICES AGREEMENT
WH{J~:LESS NETWORK INFRASTRUCTURE
MAINTENANCE, OPERATIONAL SUPPORT, AND REPAIR
PAGE 12 OF 12