Professional Services Agreement with Brown and Caldwell for Radio Path DesignAGREEMENT
FOR
PROFESSIONAL SERVICES
~~
~~~~- THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this ~ day
of (~Va~2012, and entered into 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 Broadway Avenue, Meridian, Idaho 83642, and Brown and Caldwell,
hereinafter referred to as "CONSULTANT", whose business address is 950 W Bannock
St., Ste. 250, Boise, ID 83702.
INTRODUCTION
and
Whereas, the City has a need for services involving Radio Path -Design;
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
Scope of Services:
1.1 CONSULTANT shall perform and furnish to the City upon execution of this
Agreement and receipt of the City's written notice to proceed, all services, and
comply in all respects, as specified in the document titled "Scope of Services" a
copy of which is attached hereto as Attachment "A" and incorporated herein by
this reference, together with any amendments that may be agreed to in writing by
the parties.
1.2 All documents, drawings and written work product prepared or produced
by the Consultant under this Agreement, including without limitation electronic
data files, are the property of the Consultant; provided, however, the City shall
have the right to reproduce, publish and use all such work, or any part thereof, in
any manner and for any purposes whatsoever and to authorize others to do so.
If any such work is copyrightable, the Consultant may copyright the same, except
that, as to any work which is copyrighted by the Consultant, the City reserves a
royalty-free, non-exclusive, and irrevocable license to reproduce, publish and use
such work, or any part thereof, and to authorize others to do so.
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1.3 The Consultant shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable
federal, state and city laws, ordinances, regulations and resolutions. The
Consultant represents and warrants that it will perform it's work in accordance
with generally accepted industry standards and practices for the profession or
professions that are used in performance of this Agreement and that are in effect
at the time of performance of this Agreement. Except for that representation and
any representations made or contained in any proposal submitted by the
Consultant and any reports or opinions prepared or issued as part of the work
performed by the Consultant under this Agreement, Consultant makes no other
warranties, either express or implied, as part of this Agreement.
1.4 Services and work provide by the consultant at the City's request under
this Agreement will be performed in a timely manner in accordance with a
Schedule of Work, which the parties hereto shall agree to. The Schedule of
Work may be revised from time to time upon mutual written consent of the
parties.
2. Consideration
2.1 The Consultant shall be compensated on a lump sum basis as provided in
Attachment B "Payment Schedule" attached hereto and by reference made a
part hereof.
2.2 The Consultant shall provide the City with a monthly statement, as
services warrant, of fees earned and costs incurred for services provided during
the billing period, which the City will pay within 30 days of receipt of a correct
invoice and approval by the City. The City will not withhold any Federal or State
income taxes or Social Security Tax from any payment made by City to
Consultant under the terms and conditions of this Agreement. Payment of all
taxes and other assessments on such sums is the sole responsibility of
Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall not be
entitled to receive from the City any additional consideration, compensation,
salary, wages, or other type of remuneration for services rendered under this
Agreement., including ,but not limited to, meals, lodging, transportation,
drawings, renderings or mockups. Specifically, Consultant shall not be entitled
by virtue of this Agreement to consideration in the form of overtime, health
insurance benefits, retirement benefits, paid holidays or other paid leaves of
absence of any type or kind whatsoever.
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3. Time of Performance:
This agreement shall become effective upon execution by both parties, and shall
expire upon completion of the agreed upon services, September 30, 2012 or
unless sooner terminated as provided below or unless some other method or
time of termination is listed in Attachment A. This Agreement shall terminate
automatically on the occurrence of (a) bankruptcy or insolvency of either party, or
(b) sale of Consultants business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting
as an independent contractor, and neither CONSULTANT nor any officer,
employee or agent of CONSULTANT will be deemed an employee of CITY.
Except as expressly provided in Attachment A, Consultant has no authority or
responsibility to exercise any rights or power vested in the City. The selection
and designation of the personnel of the CITY in the performance of this
agreement shall be made by the CITY.
4.2 Consultant shall determine the method, details and means of performing
the work and services to be provided by Consultant under this Agreement.
Consultant shall be responsible to City only for the requirements and results
specified in this Agreement and, except as expressly provided in this Agreement,
shall not be subjected to City's control with respect to the physical action or
activities of Consultant in fulfillment of this Agreement.
5. Indemnification and Insurance:
CONSULTANT 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 and other costs including litigation costs
and attorney's fees, arising out of, resulting from, or in connection with the
performance of this Agreement by the CONSULTANT, its servants, agents,
officers, employees, guests, and business invitees, and not caused by or arising
out of the tortuous conduct of CITY. or its employees. CONSULTANT shall
maintain, and specifically agrees that it will maintain, throughout the term of this
Agreement, liability insurance, in which the CITY shall be named an additional
insured in the minimum amounts as follow: General Liability One Million Dollars
($1,000,000) per incident or occurrence, Professional Liability / Professional
errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile
Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence
and Workers' Compensation Insurance , in the statutory limits as required by
law.. 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
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amount in excess of the insurance limits, herein provided, CONSULTANT
covenants and agrees to indemnify and save and hold harmless CITY from and
for all such losses, claims, actions, or judgments for damages or injury to
persons or property and other costs, including litigation costs and attorneys' fees,
arising out of, resulting from , or in connection with the performance of this
Agreement by the Consultant or Consultant's officers, employs, agents,
representatives or subcontractors and resulting in or attributable to personal
injury, death, or damage or destruction to tangible or intangible property,
including use of. CONSULTANT shall provide CITY with a Certificate of
Insurance, or other proof of insurance evidencing CONSULTANT'S compliance
with the requirements of this paragraph and file such proof of insurance with the
CITY at least ten (10) days prior to the date Consultant begins performance of
it's obligations under this Agreement. In the event the insurance minimums are
changed, CONSULTANT shall immediately submit proof of compliance with the
changed limits. Evidence of all insurance shall be submitted to the City
Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway
Avenue, Meridian, Idaho 83642.
6. 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:
CITY
City of Meridian
Purchasing Manager
33 E Broadway Ave
Meridian, ID 83642
208-888-4433
CONTRACTOR
Brown and Caldwell
Attn: Dan Ayers
950 W Bannock St, Ste. 250
Boise, ID 83702
Phone: 208-389-7712
Either party may change their address for the purpose of this paragraph by
giving written notice of such change to the other in the manner herein provided.
7. Attorney Fees: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to
any other relief as may be granted, to court costs and reasonable attorneys' fees
as determined by a Court of competent 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.
8. 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.
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9. Assignment: It is expressly agreed and understood by the parties hereto, that
CONSULTANT shall not have the right to assign, transfer, hypothecate or sell
any of its rights under this Agreement except upon the prior express written
consent of CITY.
10. Discrimination Prohibited: In performing the Services required herein,
CONSULTANT shall not unlawfully discriminate in violation of any federal, state
or local law, rule or regulation against any person on the basis of race, color,
religion, sex, national origin or ancestry, age or disability.
11. Reports and Information:
11.1 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.
11.2 Consultant shall maintain all writings, documents and records
prepared or compiled in connection with the performance of this
Agreement for a minimum of four (4) years from the termination or
completion of this or Agreement. This includes any handwriting,
typewriting, printing, photo static, photographic and every other means of
recording upon any tangible thing, any form of communication or
representation including letters, words, pictures, sounds or symbols or any
combination thereof.
12. Audits and Inspections: At any time during normal business hours and as
often as the CITY may deem necessary, there shall be made available to the
CITY for examination all of CONSULTANT'S records with respect to all matters
covered by this Agreement. CONSULTANT shall permit the CITY to audit,
examine, and make excerpts or transcripts from 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.
13. Publication, Reproduction and Use of Material: No material produced in
whole or in part under this Agreement shall be subject to copyright in the United
States or in any other country. The CITY shall have unrestricted authority to
publish, disclose and otherwise use, in whole or in part, any reports, data or
other materials prepared under this Agreement.
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14. Compliance with Laws: In performing the scope of services required
hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and
codes of Federal, State, and local governments.
15. Changes: The CITY may, from time to time, request changes in the Scope of
Services to be performed hereunder. Such changes, including any increase or
decrease in the amount of CONSULTANT'S compensation, which are mutually
agreed upon by and between the CITY and CONSULTANT, shall be
incorporated in written amendments to this Agreement.
16. Termination: If, through any cause, CONSULTANT, its officers, employees, or
agents fails to fulfill in a timely and proper manner its obligations under this
Agreement, violates any of the 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 if the City Council determines that termination of
this Agreement is in the best interest of CITY, the CITY shall thereupon have the
right to terminate this Agreement by giving written notice to CONSULTANT of
such termination and specifying the effective date thereof at least fifteen (15)
days before the effective date of such termination. CONSULTANT 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 CONSULTANT under this Agreement
shall, at the option of the CITY, become its property, and CONSULTANT shall be
entitled to receive just and equitable compensation for any work satisfactorily
complete hereunder.
Notwithstanding the above, CONSULTANT shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by CONSULTANT, and the CITY may withhold any payments to
CONSULTANT for the purposes of set-off until such time as the exact amount of
damages due the CITY from CONSULTANT is determined. This provision shall
survive the termination of this agreement and shall not relieve CONSULTANT of
its liability to the CITY for damages.
17. 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.
18. Advice of Attorney: Each party warrants and represents that in executing this
Agreement. It has received independent legal advice from it's attorney's or the
opportunity to seek such advice.
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19. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq.,
information or documents received from the Contractor may be open to public
inspection and copying unless exempt from disclosure. The Contractor shall
clearly designate individual documents as "exempt" on each page of such
documents and shall indicate the basis for such exemption. The CITY will not
accept the marking of an entire document as exempt. In addition, the CITY will
not accept a legend or statement on one (1) page that all, or substantially all, of
the document is exempt from disclosure. The Contractor shall indemnify and
defend the CITY against all liability, claims, damages, losses, expenses, actions,
attorney fees and suits whatsoever for honoring such a designation or for the
Contractor's failure to designate individual documents as exempt. The
Contractor's failure to designate as exempt any document or portion of a
document that is released by the CITY shall constitute a complete waiver of any
and all claims for damages caused by any such release.
20. 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.
21.
22. 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.
23. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
CITY OF MERIDIAN BROWN AND CALDWELL
4~ ~p,~r.u AucGsrjr
Approved by Council:
9p
W
CIfY OE
Attest;' E IDIAN~
~ ~ ~ S ioAeo
~CEEz'I~. HOLMAN, CITYCLERK~ ~ `~~rF ~ y~~~``~
4B~'~e TAEASUT'A'
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Purchasing Approval
r ~ e ~ -~
BY:
- ~~
KEITH ATT ,Purchasing Manager
Professional Service Agreement - Radio Path -Design
Project 10157c
Depa~r~ient Ap r a`val
--
BY: L ._~.__~,
NAM E: jj. lZ'1~]~ ~ ~1~k ~~ f~i~~ '
TITLE: C-,i,~1i~.~~T~JG ~ ~/I~ll(~.1~:1~.
DATE: ._~~~ ~ Ci L.
page 8 of 14
Attachment A
SCOPE OF SERVICES
The City of Meridian, Idaho, (City) operates a water system with approximately 20,000
customers. The City is interested in upgrading its existing water and wastewater
SCADA radio system to a single SCADA system utilizing the City's existing wide area
network. The City currently has contracted with Brown and Caldwell (BC) to assess the
existing SCADA system and develop future SCADA system improvement projects as
part of the SCADA Master Plan project. One of the highest priority projects identified
during the SCADA master planning process was the need for a new SCADA radio
system. The City has contracted with others to conduct a field survey to verify the
quality of proposed radio communications paths developed as part of the SCADA
Master Plan project. Development of design documents for the SCADA radio system is
required for the City to solicit bids for the SCADA radio equipment and services. The
following tasks provide the scope for this task order.
To manage the coordination and oversight of the consultant team and administration of
the contract-including contract project resources, quality assurance/quality control,
costs, deliverables, invoicing, and schedule-and coordinate communications between
the Consultant staff and City staff.
Brown and Caldwell (BC) will to develop design documents for 900 MHz SCADA radios
communicating from wastewater lift stations, water wells, and water distribution
pressure reducing valve (PRV) vault sites to 900 MHz radios located at fire stations,
PRV 12, Well 25, the City water tower, City Hall, the wastewater treatment plant, the
water department building, or other backhaul sites identified in the radio path field
survey results conducted by others.
Brown and Caldwell (BC) will also develop design documents for 5.8 GHz backhaul
radios communicating between backhaul radio sites located at fire stations, PRV 12,
Well 25, City water tower, City Hall, City wastewater treatment plant, City water
department building, and/or other backhaul sites identified in the 5.8 GHz radio path
field survey results conducted by others.
The design is to include the following:
• Typical panel layout drawings will be created for the following:
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- remote site radio panels with one 900 MHz radio
- base station panels with one 5.8 GHz radio
- base station panels with one 5.8 GHz radio and one 900 MHz radio
- base station panels with two 5.8 GHz radios
- base station panels with one 900 MHz radio and two 5.8 GHz radios.
Location plans for each remote site (49 locations) and base stations (11
locations) to include radio panel locations; antenna locations, directions (where
applicable) and heights; and radio panel power sources.
Installation details for mounting panels and antennas.
Specifications:
- general requirements (Divisions 0 and 1)
- electrical requirements (Division 16)
- radio, panel, UPS, and network equipment requirements (Division 17).
• Radio panel locations, antenna locations, antenna height, and antenna direction for
all remote sites and base stations will be identified by the radio survey contractor,
and will be provided to BC as the basis for equipment locations on the remote site
and base station site location plans. No additional site visits will be required by BC
staff.
• General contracting requirements (Divisions 0 and 1) will be provided to BC by the
City for inclusion in the bid documents. City staff are responsible for all required
edits to the Division 0 and Division 1 documents for this project. BC will incorporate
City provided Division 0 and 1 documents into the bid package.
• Radio Contractor is to provide panel wiring diagrams, I/O wiring diagrams, UPS
wiring diagrams, and actual panel shop layout drawings.
• Draft radio system drawings and specifications.
BC will conduct a 2-4 hour workshop with key City staff to review the submitted draft
design documents. BC will incorporate comments and issue one pdf set of documents
to the City.
City staff will review the draft design documents and provide their comments either
prior to, or during, the review workshop.
Comments received from the City prior to, or during, the design review workshop will
constitute all City comments required to be incorporated into the final design
documents.
Final design documents will need no further revisions after City comments are
Professional Service Agreement - Radio Path -Design - page 10 of 14
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incorporated.
® City will produce bid packages from BC supplied pdf files.
• Pdf file of final radio system drawings and specifications.
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Attachment B
PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$62,279.00. Fees will be billed monthly for completed tasks only, per the following
schedule of values.
PAYMENT SCHEDULE
PHASE PHASE DESCRIPTION AMOUNT
860.050 Project Mgmt/Qc $3,432.00
860.100 Draft Radio Design ~4s,85o.00
860.200 Final Radio Design $9,997.00
TASK ORDER TOTAL ....................... 2 27 .
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
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