HomeMy WebLinkAboutWireless Network Agreement with Indigo Networks for Network Provider and Support
WIRELESS NETWORK AGREEMENT
'"
(INDIGO NETWORKS)
THIS WIRELESS NETWORK AGREEMENT ("Agreement"), is maqe this Z& ~ay
of Se" f-c.m her , 2001e-. by and between the Meridian Development
Corpor~tion, the duly created Urban Renewal Agency for the city of Meridian, Idaho, an
independent body corporate and politic, authorized under the authority of the Idaho Urban
Renewal Law, Chapter 20, Title 50, Idaho Code ("MDC"), and Blue Modal, Inc., dba Indigo
Networks, an Idaho corporation ("Support Vendor").
RECITALS
A. For consideration, the parties agree as follows:
AGREEMENT
~
1. Term. Support Vendor shall provide the Services (defined below) to MDC for an
initial period as set forth in Exhibit A from its commencement date (the "Initial Period") and
shall automatically renew thereafter for subsequent terms of one (1) year each unless and until
either party ljives the other party at least thirty (30) days written notice oftermination in l1avance
of the termination of the then current term.
2. Scope of Services. At all times during the term of this Agreement Support
Vendor agrees to provide the following services (the "Services"):
Management and Support.
a. Create F AQ cards to limit questions to merchant staff.
b. Phone support number, hours, scope of assistance.
c. Proactive monitoring, spares, and access for maintenance.
"
Community Portal (using existing portal server).
a. Merchant Participation
... 1.
11.
111.
IV.
V.
Meet with merchants to address foot traffic and turnover concerns.
Display signage.
Create downtown merchant directory.
Post merchant specials and events.
Populate rotating ad spaces.
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b. Fixed Content.
1. User agreement.
11. WelcomelMayor's note.
111. About Meridian and the MDC.
IV. MDC and network support contact information.
c. News Content.
1. Feature articles.
11. Photowaphs and artwork.
111. RSS feed for news items.
IV. Content approval process.
3. Additional Services. Support Vendor shall supply additional nonstandard
services for the fees as set forth in Exhibit A hereto. Support Vendor may from time to time
provide other services as mutually ail'eed by the parties in support of the Network subject to
payment of Support Vendor's normal charges and expenses or as otherwise aireed by the parties.
4. Staff Support. Support Vendor shall maintain a trained staff capable of
rendering the Services.
5. Equipment. MDC shall be responsible for purchasing the equipment necessary
to operate and maintain the Network which equipment includes, but is not limited to, the
following (the "Equipment"):
1 - Dual-Radio Public Access Controller
2 - Outdoor Repeater Radios (WDS Mesh)
1 - Internet Connection and required Router
Minimal cabling for power and hardwired connection at the Meridian City Hall ..4N^'~
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6. Coverage. The Network coverage area shall include the main street corridor for
at least three (3) blocks north to south plus one (1) block east and west, as more particularly
depicted on Exhibit B, attached hereto ("Coverage Area"). It is intended that the Coverage Area
will be expanded after the Initial Period so that it covers a twelve block area in downtown
Meridian pursuant to the RFP. Once the Coverage Area is expanded, the fees shall be adjusted
as set forth in Exhibit A.
7. Fees and Expenses. Support Vendor agrees to provide the Services pursuant to
the fee schedule set forth in Exhibit A. Such fees are due and payable in advance of each month
of the Initial Period. MDC agrees to pay for any additional fees and costs as invoiced by Support
Vendor within thirty (30) days ofMDC's receipt of Support Vendor's invoice subject to MDC's
prior written approval of such fees and costs which MDC shall not unreasonably withhold or
delay. At any time following the expiration of the Initial Period and the adjustment relatinj to
the expansion of the Coverage Area, the Services fees may be changed provided that Support
Vendor gives MDC at least thirty (30) days prior written notice of the change and provided that
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Support Vendor agrees that the rates for calcu1atin~ the Services fee set forth in Exhibit A will
not increase by more than ten percent (10%) in any given year.
8.
Services:
Exceptions to Services. The following matters are not to be included in the term
a. Any problem resulting from the misuse, improper use, alteration, or
damage of the Equipment (not caused by Support Vendor);
b. Any problem resulting from the combination of the Equipment with such
other equipment to the extent such combination has not been approved by Support Vendor.
MDC will be responsible to pay Support Vendor's normal charges and expenses
for time or other resources provided by Support Vendor to diagnose or attempt to correct any
such problem. Support Vendor will not be responsible for delays caused by events or
circumstances beyond its reasonable control.
9. MDC's Intellectual Property Rights. MDC shall retain all copyright and other
intellectual property and proprietary rights and any content information and materials provided
by MDC to Support Vendor. Nor -to INtfivt>E S-ri4VMv~t.. $OFt.....,....., c.:>P:r 'P"',<L Op=-~rfTIN~
-rt-/€ CO,'Hwt//Nlr{ ?flLrA-L/~c-f( l~ cJlVf)#:I2...S"T"c>C>O n> L,C ~1Jif.1fI/~N"To O'f1t.(~ /.vD'e:eo_,
1-0. Indemnification and Insurance. Support Vendor shall indemnify, defend, and C1-c.-'~TS
save and hold harmless MDC from &mY 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 Support
Vendor, its servants, agents, employees, guests, and business invitees, and not caused or arisini
out of the tortious conduct ofMDC or its employees. The limits of insurance, if any, shall not be
deemed a limitation of the covenants to indemnify and save and hold harmless MDC; and if
MDC becomes liable for an amount in excess of any insurance limits, herein provided, Support
Vendor covenants and agrees to indemnify and save and hold harmless MDC from and for all
such losses, claims, actions or judgments for dam~es or liability to persons or property.
11. Worker's Compensation Insurance. Support Vendor shall maintain during the
life of this Contract, Worker's Compensation Insurance for all of Support Vendor employees
performing work on this project and in case of any work that is sublet, Support Vendor shall
require the subcontractor, similarly, to provide Worker's Compensation Insurance for all the
latter's employees unless such employees are covered by the protection afforded by Support
Vendor. In case any class of employees engaged in work under this Contract is not protected
under Worker's Compensation statutes, Support Vendor shall provide and shall cause such
subcontractor to provide compensation insurance in an amount equal to that provided by the
Worker's Compensation statute for the protection of subcontractor's employees not otherwise
protected.
.'
Support Vendor, rflardless of whether or not Support Vendor has employees, shall have
and maintain Worker's Compensation Insurance and shall provide proof of said insurance to
MDC prior to beginning work. In case of any work that is sublet, Support Vendor shall require
the subcontractor, regardless of whether or not the subcontractor has employees, to have and
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maintain Worker's Compensation Insurance unless such subcontractor is covered by the
protection afforded by Support Vendor.
12. Independent Contractor. In all matters pertaining to this agreement, Support
Vendor shall be acting as an independent contractor, and neither Support Vendor nor any officer,
employee or agent of Support Vendor will be deemed an employee ofMDC. The selection and
desiifiation of the personnel of MDC in the performance of this agreement shall be made by
MDC.
13. Notices. Any and all notices required to be given by either of the parties hereto,
unless otherwise stated in this agreement, shal1be in writing and deemed communicated when (Ii
mailed in the United States mail, certified, return receipt requested, addressed as follows:
Meridian Development Corporation
Administrator
P. O. Box 56
Meridian,ID 83680-0056
Support Vendor
Matthew Wheeler, President
Indigo Networks
874 East Blue Heron Street
Meridian, Idaho 83646
Either party may change their address for the purpose of this paragraph by givi~ written
notice of such change to the other in the manner herein provided.
14. Attorney Fees. Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled to, in addition to any other relief
as may be granted, to court costs and reasonable attorneys fees as determined by a Court of
com~tent jurisdiction. This provision shall be deemed to be a separate contract between the
parties and shall survive any default, termination or forfeiture of this Agreement.
15. 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 failiIli to perform.
16. Assignment. It is expressly agreed and understood by the parties hereto, that
Support Vendor shall not have the right to assian, transfer, hypothecate or sell any of its rights
under this Agreement except upon the prior express written consent of MDC.
17. Discrimination Prohibited. In performing the Services required herein, Support
Vendor shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry, age or physical handicap.
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18. Reports and Information. At such times and in such forms as MDC may
require, there shall be furnished to MDC such statements, records, reports, data and information
as MDC may request pertaining to matters covered by this Agreement.
19. Confidentiality. All material reviewed in whole or in part under this Agreement
shall be confidential. Support Vendor shall have restricted access to MDC data and agrees not to
disclose, or otherwise use, in whole or in part, all reports, data or other materials prepared under
this Agreement. [
20. Compliance with Laws. In performin.g the scope of services required hereunder,
Support Vendor shall comply with all applicable laws, ordinances, and codes of Federal, State
and local governments.
21. Changes. MDC may, from time to time, request changes to the scope of Services
to be performed hereunder. Such changes, including any increase or decrease in the amount of
Support Vendor's compensation, which are mutually agreed upon and by and between MDC and
Support Vendor, shall be incorporated in written amendments to this Aweement.
22. Termination for Cause. If, through any cause, Support Vendor shall fail to
fulfill in a timely and proper manner its obligations under this Agreement, or if Support Vendor
shall violate any of the covenants, agreements, or stipulations of this Agreement, MDC shall
thereupon have the right to terminate the Asreement by giving written notice to Support Vendor
of such termination and specifyini the effective date thereof at least fifteen (15) days before the
effective date of such termination. In such event, MDC shall be entitled to receive just and
equitable reimbursement for incomplete work hereunder.
Notwithstanding the above, Support Vendor shall not be relieved of liability to MDC for
damages sustained by MDC by virtue of any breach of this Agreement by Support Vendor, and
MDC may withhold any payments to Support Vendor for the purposes of set-off until such time
as the exact amount of damages due MDC from Support Vendor is determined. This provision
shall survive the termination of this agreement and shall not relieve Support Vendor of its
liability to MDC for damages, provided that the amount of such damages shall not exceed the
total compensation provided for in Section 7 of this Agreement.
" 23. Termination for Convenience ofMDC. MDC may terminate this Agreement at
any time by giving at least fifteen (15) days notice in writing to Support Vendor. If the
Agreement is terminated by MDC as provided herein, Support. Vendor will be paid an amount
which bears the same ratio to the total compensation as the services actually performed bear to
the total services of Support Vendor covered by this Agreement, less payments of compensation
previously made.
24. 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.
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25. Entire Agreement. This Agreement, and exhibits attached hereto, contains the
entire agreement of the parties and supersedes any and all other agreements or understandings,
oral or written, whether previous to the execution hereof or contemporaneous herewith.
26. Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and the laws, rules and regulations of
the City of Boise.
IN WITNESS WHEREOF, MDC and Support Vendor have executed this Agreement as
of the date first above written.
NT CORPORATION
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ATTEST:
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.
8. Appoint a Review Committee to Evaluate Statements of Qualifications for
On Call Engineering Services (Slocum): Chairman Slocum sought members for an
ad hoc committee to evaluate the statements of qualifications submitted in response to
the On-Call Engineering Services RFQ and prepare a rank-order recommendation to
the Board at its November 8 meeting. Keith Bird, Jon Cecil and Administrator Clair
Bowman all volunteered to serve on this committee.
9. Consider What Action to Take on Line-Of-Credit Submittals (Bowman):
Administrator Bowman reported to the Board that three banks submitted proposals in
response to the Line-Of-Credit Request for Proposals. Of these, there was one
application that is fully qualifying and two that did not have accompanying release
forms, technically making them incomplete. He proposed three options to the Board for
action; 1) to accept the completed application, 2) to reject them all, or 3) to allow the
others to be considered complete, as the Board reserves the right to waive any
deficiencies, and form a decision based on the three as an entire set. Erik Oaas
proposed the concern of a bank's desire to have the depository business as well as the
LOC, leading the Board to a conclusion that a paragraph needs to be added to the
current RFP concerning depository treatment on behalf of the bank. Counsel
Armbruster noted that RFP language regarding incomplete applications also needed to
be modified, stating failure to include all components of the application constitutes
disqualification. Counsel Armbruster and Administrator Bowman indicated that these
changes could be implemented into a revised RFQ by Friday, Oct. 13th.
Erik Oaas moved and Jon Cecil seconded to reject all current applications, and
authorize Administrator Bowman and Counsel Armbruster to prepare and release a new
RFP to include the depository component and indication that any incomplete proposal
applications would not be accepted. The motion passed unanimously by roll call vote.
(Clarence Jones recused himself and left the council chambers prior to discussion or
action on this agenda item due to conflict of interest.)
-.
,- ~ Adopt Resolution # 06-030 Ratifying WiFi Contracts (Bowman):
aministrator Bowman noted the WiFi User Agreement is already posted through the
portal on the website, where users do not have to sign, but have to agree to the terms.
This agreement does not require a signature by MDC, however he requested the Board
to affirm the language is approved by the Board. There are three other contracts in
place for the WiFi hotspot in Downtown, two of which are roof-top agreements between
Indigo and the building owners of the Heritage Building and the MDC offices (former
FMSB building). MDC is partner to the third contract, which is between themselves and
Indigo. Clair has signed this original contact and the adoption of this resolution would
ratify his signature. The resolution approves all agreements in place for the WiFi
hotspot and empowers Administrator Bowman and Counsel Armbruster to make
technical modifications to contracts if needed, and to verify and include a provision in
the contract concerning the building owner's original equipment, if any, that may be
previously installed on their roof-top.
Minutes, Meridian Development Corporation Board ~eting - October 11, 2006
Page 3of6
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Erik Oaas moved and Joe Borton seconded to adopt Resolution #06-030 as presented,
with the included building owners' equipment provision to the necessary contracts. The
motion passed unanimously by roll call vote.
11. Counsel's Report (Armbruster): Counsel Armbruster informed the Board that
the Line-of-Credit was the only reportable issue. He conveyed that MDC needs to have
a relationship with bond counsel to have LOC draws classified as tax-exempt debt as
opposed to taxable debt. Consultation with Hawley Troxell Ennis & Hawley leaves
Counsel and Administrator to believe that they appear to be an appropriate candidate to
submit a proposal for presentation to the Board for approval. Counsel Armbruster
informed the members that there were two other proposals we could request (Moore,
Smith, Buxton, & Turk, and Skinner & Fawcett), but felt that HTE&H was more highly
qualified. With the Board questioning why we have not requested proposals from the
latter two for comparison, Counsel noted he would address that specifically, and that
MDC had not yet engaged anyone firm.
12. Administrator's Report (Bowman): Administrator Bowman reported on the last
month's activities and other items of interest to the Board, specifically including:
A. Recent development applications in the urban renewal area, where Justin Lucas
provided a spreadsheet with information specifically on two applications; 1) a
tarpaulin car port that is illegally installed on E. 2nd St. between Ada and King,
where the owners are seeking a conditional use permit, and 2) a change of use
permit to convert a house on Meridian Rd. into a restaurant. A spreadsheet with
all five projects will be provided in email form following the meeting.
B. COMPASS' walkable communities' initiative has become a two-county effort to
provide workshops that are estimated to cost approximately $20,000. Efforts
include searching for financial participation in the workshops; Clair believes these
would be beneficial to the Board and will prepare a request for funding for the
November 8 meeting.
C. Striping and posting parking on Broadway is on hold until MDC can get an on-call
engineer on staff to develop the parking matrix plan. Clair would like to speak
with Union Pacific regarding a long-term lease on any portion of the 20 acres or if
UP would be willing to allow a private developer (e.g., Lumberman's, Idaho
Truss, Bridge Development) to develop off-street parking spaces on any land,
specifically the 3 acres of open ground where no current lease agreement is in
place.
D. The original authorization of the WiFi radios was for three. There is one on top of
the MDC office building and one on top of the Heritage Building, which reaches
just to the south side of Pine St. and both of the current radios reach Y:z-% of a
block either side of Main St. The third radio is proposed to go atop the Boys
&Girls Club; a small structure would be built (at no cost) for line-of-sight to the
other towers, and the building inside could be wired, eliminating the current use
of DSL and cutting costs, WiFi has been used since the launch (numbers will be
distributed ASAP) and support calls have been routed to Indigo, where they are
being logged.
E. There have been a number of queries for information on available projects for
On-Call Engineering Services. Clair has used the same three RFP's that were
Minutes, Meridian Development Corporation Board Meeting - October 11, 2006
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