Loading...
HomeMy WebLinkAboutSystems Integrators LLC-11/7/2016PROFESSIONAL SERVICE AGREEMENT Citywide Fiber Optics Communications Network, Camera System Architecture, and Master Plan This Agreement ("Agreement") is entered into on the *1 day of 0 , the City of Waterloo, (City), and gba Systems Integrators, LLC (gbaSl). The parties to are referred to individually as a "Party" and collectively as the "Parties." In consideration of the acts and promises contained in this Agreement and consideration, the Parties agree as follows: 2016, between this Agreement other valuable SECTION 1 — PROJECT DESCRIPTION The scope of services for this project generally include services required to develop a city-wide communication network architecture, planning level conduit and fiber improvement plans, and overall broadband network master plan for Waterloo, Iowa that will support the City traffic signal system, the planned monitoring cameras (CCTV) and camera management systems, other fiber optics communications needs for the City, and to investigate funding opportunities including cooperation with other entities. The City engages to hire gbaSl to perform professional services for City Wide Traffic Fiber Optics Commuications Network and Camera System Architecture and Master Plan (the "Project") under the terms and conditions as described in this document. SECTION 2 — SCOPE OF SERVICES Upon execution of this Agreement by the City or on such other schedule contained herein, gbaSl will complete the following professional services; project management, needs assessment, alternatives evaluation and improvement options, communication system master plan and deployment strategy, video management system evaluation and recommendations, specifications, master plan, cost estimates, and alternate and innovative funding, including contacting other entities such as Waterloo School District for possible cooperation in completing the network. gbaSl may use subconsultants but shall secure the city's prior approval of each subconsultant. gbaSl shall perform the tasks described below. Additional services beyond the scope or extent of this project may be performed based on Parties' mutual agreement for work description and additional compensation. A. PROJECT MANAGEMENT: Project management shall cause the successful completion this project to the City's satisfaction within budget and on schedule, and includes Project Management, Quality Control, Progress Meetings, Technical Meetings, and Progress Reports. Progress reports will be prepared as needed to document progress, status of deliverables, schedule, action items, issues encountered, and resolution strategies. Deliverables: ✓ Progress Conference Calls ✓ Technical Meeting ✓ Meeting Agendas/Notes ✓ Project Presentations ✓ Progress Reports and Invoices B. ALTERNATIVES EVALUATION AND RECOMMENDATIONS: gbaSl shall consider system components, such as traffic management hardware and software, software integration needs (Video Management, ATMS, etc.), CCTV devices, communication infrastructure, TOC types and location(s), the potential re -use of existing conduit, etc. as needed and recommended improvement strategies. Specific work items to be included in this task include: o Investigate the City's needs for fiber optics by contacting various City of Waterloo departments and by coordinating with the City's MIS department. Evaluate the existing system and produce a compendium of the City's needs. Focus on improving the CCTV and traffic management capabilities and communications infrastructure. Identify such items as high -bandwidth communications needs, gaps in the existing communications network. • Produce a preliminary map of fiber optics network, which would include connections to the locations such as City building, remote devices, and other locations determined as part of Needs Assessment. o Review plan information provide by City and information of the location of the existing installations of fiber optics, wireless network, conduits, type of existing fiber optics, network functions, traffic signal cabinets, CCTV cameras, video detection cameras, video detection cameras, and railroad & emergency vehicle preemption. Evaluate the existing equipment at the Traffic Operations Center (TOC), City Hall, and the old Traffic Operations building - lists of which will be provided by the City. Study the proposed map of traffic fiber optics improvements. Work with the City Traffic Operations Department to finalize a list of existing traffic signal cabinet types and controller models. o Produce a map of proposed monitoring camera locations including high resolution LPR cameras at strategic locations, such as bridges for origin -destination studies. • Contact other local entities, such as Waterloo School District, local Communications Companies, and the Iowa DOT. Explore possibilities of cooperation with those entities such as cost sharing, rental agreements, maintenance agreements, etc. based on the preliminary map produced by gbaSl. ® Document possible grant sources and funding options for fiber optics and cameras. Deliverables: ✓ Map of Existing Communication Systems ✓ Existing System Evaluation and Needs Assessment Technical Memorandum ✓ Recommended Improvement Strategies ✓ High Level Alternative Analysis and Recommended Improvement Strategies Technical Memorandum C. TRAFFIC MONITORING SYSTEM MASTER PLAN AND DEPLOYMENT STRATEGY: gbaSl shall develop a Citywide Communication System Master Plan and phased deployment strategy based upon provided available information. It shall be completed to industry best practices and leverage the existing infrastructure. The Master Plan will include the following elements: o Prioritized listing of communication system projects A Schematic Plans utilizing existing and planned infrastructure to the extent possible • Budget level cost estimates associated with each project element or phase • Schedule and Critical Path for the deployment of the projects o Recommendation for an upgrade to the existing and/or deployment of new advanced traffic control and monitoring system software • High-level operations, maintenance and life -cycle costs ® Interagency coordination issues (Intel -tie, coordinated operations, etc.) ® Prepare preliminary comm. network equipment standards and specifications ® Recommended approach to VLAN and IP schema Deliverables: ✓ Prioritized Project Improvement List and Schematic Plans ✓ Traffic Signal System Master Plan and Deployment Strategy SECTION 3 - Responsibilities of the City A. City Representative 1. The City Project Manager shall be City's Traffic Engineer who is authorized to act on City's behalf with respect to the Project. The Project Manager will make decisions in a timely manner pertaining to documents and questions submitted by gbaSl in order to avoid delay in the orderly and sequential progress of the Services. 2. The Project Manager may establish a Technical Advisory Committee for this project. 3. The City shall furnish approval, consents, and letters of authority as may be necessary for performing the Services in a timely manner. 4. The City shall provide to gbaSl all available data and information such as reports, plans, specifications, background information, maps, studies, survey results, standards, objectives, constraints, and other information available to the City pertinent to the Services as requested by gbaSl. Typical information to be provided by the City shall include, but not be limited to, datasets and field inventories of: a. Fiber and Conduit Plans b. GIS Datasets of signals, cameras, fiber and conduit systems c. Cabinet Inventories d. Communication Equipment Inventories e. Other pertinent data 5. The City will assist gbaSl to gain access to the facilities and sites as needed. 6. The City shall be responsible for obtaining all necessary easements and right-of-way for the Project. B. NOTICE OF DEFICIENCY OR CHANGE. 1. The City shall report to gbaSl any suspected deficiency in the Services within twenty- one (21) days after the City becomes aware of the potential defect. City agrees to impose a similar notification requirement in its contracts with all contractors, design professionals, subcontractors, and consultants involved in the Project. The failure of the City to notify gbaSl as required herein shall relieve gbaSl of any liability for costs of remedying the defects. 2. The City shall give prompt written notice to gbaSl whenever City becomes aware of any change, fact or circumstance that to the City's knowledge will be likely to affect the scope or timing of the Services. SECTION 4 - COMPENSATION A. COMPENSATION Compensation to gbaSl shall be by Lump Sum enumeration for work described in the above Section 2 - Scope of Services. The total compensation shall be $60,000. gbaSl agrees to perform the work for this amount. This amount shall be full compensation for all forms of costs and expenses direct or indirect, profits, etc. Any work requested or authorized by the City outside the agreed upon Scope of Services shall be considered as additional services. Additional work shall only be completed upon written authorization by the City for agreed upon additional compensation. B. PAYMENTS. The City shall make payments to gbaSl on a monthly basis upon receipt and approval of an invoice from gbaSl. Invoices shall be in accordance with the percent completion of the tasks. The City shall make payment to gbaSl within thirty (30) days following the date of each invoice. If the City does not make payment by the due date, the City shall pay % interest equal to maximum allowable by the laws of State of Iowa. SECTION 5 - INSURANCE A. Required Coverages. During the performance of the Services, gbaSl shall maintain the Following insurance: 1. General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and $2,000,000 in the aggregate; 2. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each accident; 3. Umbrella Excess Liability Insurance (General and Automobile Liability) with a limit of $2,000,000 for each occurrence and in the aggregate; 4. Workers' Compensation Insurance in accordance with statutory requirements and Employers' Liability Insurance with a limit of $1,000,000; and 5. Professional Liability Insurance, with a limit of $2,000,000 for each claim and annual aggregate. B. Mutual Waiver of Subrogation. To the extent that damages are covered by property insurance maintained during or after the completion of the Services, the City and gbaSl waive all rights, including rights of subrogation, against each other and all contractors, consultants, and employees of the other, except for rights they may have to the proceeds of that insurance. The City and gbaSl shall require the same waiver by their respective contractors, subcontractors, consultants. SECTION 6 - TERMINATION A. Termination by City. The City may terminate this Agreement as follows: 1. The City may terminate this Agreement at any time without cause due to a material breach of this Agreement, upon giving gbaSl fourteen (14) calendar days' prior written notice. 2. Within thirty (30) calendar days of a termination without cause, the City shall pay gbaSl for all Services rendered to the date of termination and all project costs incurred gbaSl. S. Termination by gbaSl. gbaSl may terminate this Agreement for cause upon giving the City fourteen (14) calendar days' prior written notice, for any of the following reasons: 1. A material breach by the City of this Agreement, including, without limitation, failure to make payment as required by this Agreement; 2. A transfer of ownership of the Project by the City to any other persons or entities not a party to this Agreement without the prior written agreement of gbaSl; and/or 3. A material change in the conditions under which this Agreement as stated under Additional Services coupled with the failure of the Parties to agree on the fees and charges for the Additional Services required because of such change. 4. gbaSl shall submit and deliver to the City all documentation and results of work performed and compensated for up to termination date. C. Suspension for Non -Payment. gbaSl may, at its option and without waiving the right to terminate, suspend all services for non-payment on seven (7) days' written notice to the City. SECTION 7 - MISCELLANEOUS A. Project Manager. gbaSl shall appoint and retain Mr. Tuan Nguyen as the main system integrator / designer for the Project. S. Instruments of Service. gbaSl's reports, drawings, specifications, and other deliverables, including all documents on electronic media, are instruments of professional service ("Instruments of Service") developed or presented to the City as part of this project and gbaSl is compensated for, shall remain the property of the City while the intellectual property rights shall remain the property of gbaSl. The City, at its own discretion, responsibility, and risk may use the Instruments of the Service for any other purposes beyond the scope of this project that the City choses in which case the City will be fully responsible for the outcome of the use of the Instruments of Service. Any reuse or modification without the prior written consent of gbaSl will be at the City's sole risk and without any liability of gbaSl. C. Limitation of Liability. To the maximum extent permitted by law and for adequate consideration, the total liability of Consultant and its employees and sub -consultants for City's damages, in any way arising out of the services of Consultant, shall be limited to Consultant's fee. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. Such claims and causes include, but are not limited to, negligence, professional errors or omissions, strict liability, and breach of contract or warranty. The parties acknowledge sufficient consideration has been given for this limitation. The City may terminate this Agreement at any time due to gross negligence or unaddressed professional errors or omissions of gbaSl in performing the job. The City may hire services of another professional engineering firm to remedy and/or complete the job. gbaSl shall be responsible for and may be assessed charges for any project fees previously paid to gbaSl by the City. D. Indemnification by Engineer. gbaSl agrees to the fullest extent permitted by law, to indemnify and hold the City harmless from any loss, damage, or cost, to the extent caused by the negligent acts, errors or omissions of gbaSl or its subconsultants. E. Indemnification by City. The City agrees, to the fullest extent permitted by law, to indemnify and hold gbaSl harmless from any loss, damage, or cost, to the extent caused by the negligent acts, errors or omissions of the City or its contractors, subcontractors or consultants or employees. F. Mutual Waiver of Consequential Damages. To the fullest extent permitted by law, gbaSl and the City waive any and all claims against each other and their employees, consultants and subconsultants whether based on contract, indemnity, warranty, tort, strict liability or otherwise, for indirect, incidental, punitive, or consequential damages, including, without limitation, loss of use, profits, business, reputation or financing, and principal office overhead and expenses, in any way pertaining to or arising out of this Agreement or the Project. G. Delivery of Service. Except as provided herein, the Services shall be carried to completion without undue interruption. Subject to acquisition of essential data from the City, the Services shall be scheduled with subsequent authorizations and commissions from other clients of gbaSl. H. Delay. gbaSl shall not be responsible for a delay in the Project or performance of the Services when the delay is caused by the City, its employees, consultants or contractors, or other circumstance beyond the reasonable control of gbaSl including, without limitation, abnormal weather condition, flood, earthquake, fire, epidemic, war, riot, civil disturbance, terrorism, strike, lockout, work slowdown, and other labor disturbance, judicial restraint, and Instruments of Service. gbaSl's reports, drawings, specifications, and other deliverables, including all documents on electronic media, are instruments of professional service ("Instruments of Service") developed or presented to the City as part of this project and gbaSl is compensated for, shall remain the property of the City while the intellectual property rights shall remain the property of gbaSl. The City, at its own discretion, responsibility, and risk may use the Instruments of the Service for any other purposes beyond the scope of this project that the City choses in which case the City will be fully responsible for the outcome of the use of the Instruments of Service. Any reuse or modification without the prior written consent of gbaSl will be at the City's sole risk and without any liability of gbaSl. C. Limitation of Liability. To the maximum extent permitted by law and for adequate consideration, the total liability of Consultant and its employees and sub -consultants for City's damages, in any way arising out of the services of Consultant, shall be limited to Consultant's fee. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. Such claims and causes include, but are not limited to, negligence, professional errors or omissions, strict liability, and breach of contract or warranty. The parties acknowledge sufficient consideration has been given for this limitation. The City may terminate this Agreement at any time due to gross negligence or unaddressed professional errors or omissions of gbaSl in performing the job. The City may hire services of another professional engineering firm to remedy and/or complete the job. gbaSl shall be responsible for and may be assessed charges for any project fees previously paid to gbaSl by the City. D. Indemnification by Engineer. gbaSl agrees to the fullest extent permitted by law, to indemnify and hold the City harmless from any loss, damage, or cost, to the extent caused by the negligent acts, errors or omissions of gbaSl or its subconsultants. E. Indemnification by City. The City agrees, to the fullest extent permitted by law, to indemnify and hold gbaSl harmless from any loss, damage, or cost, to the extent caused by the negligent acts, errors or omissions of the City or its contractors, subcontractors or consultants or employees. F. Mutual Waiver of Consequential Damages. To the fullest extent permitted by law, gbaSl and the City waive any and all claims against each other and their employees, consultants and subconsultants whether based on contract, indemnity, warranty, tort, strict liability or otherwise, for indirect, incidental, punitive, or consequential damages, including, without limitation, loss of use, profits, business, reputation or financing, and principal office overhead and expenses, in any way pertaining to or arising out of this Agreement or the Project. G. Delivery of Service. Except as provided herein, the Services shall be carried to completion without undue interruption. Subject to acquisition of essential data from the City, the Services shall be scheduled with subsequent authorizations and commissions from other clients of gbaSl. H. Delay. gbaSl shall not be responsible for a delay in the Project or performance of the Services when the delay is caused by the City, its employees, consultants or contractors, or other circumstance beyond the reasonable control of gbaSl including, without limitation, abnormal weather condition, flood, earthquake, fire, epidemic, war, riot, civil disturbance, terrorism, strike, lockout, work slowdown, and other labor disturbance, judicial restraint, and Q. Services in Progress Any Service performed by gbaSl shall not be deemed complete, nor may it be relied upon as complete, until final completion of the Project. Prior to that time, any information or Instruments of Service generated by gbaSl shall be considered as preliminary work in progress and subject to revision. gbaSl cannot guarantee the suitability of this information for anyone's purposes and shall have no liability or responsibility whatsoever for the use of such incomplete and preliminary information by the City or others. R. Not a Municipal Advisor gbaSl will not be acting as a fiduciary of the City and will not be serving as a "municipal advisor" to the City within the meaning of the Dodd -Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations of the United States Securities and Exchange Commission. S. Notices and Communications. Notices and communications shall be made at the following addresses (or email addresses): Mohammad Elahi (mohammad.elahi(a7waterloo-ia.oro City of Waterloo 625 Glenwood Street Waterloo, Iowa 50703 James Gilbert (igilbertAgbasi.com) gba Systems Integrators, LLC 9801 Renner Boulevard Lenexa, KS 66219-9745 SECTION 8 - DISPUTE RESOLUTION A. Direct Discussions. The parties shall attempt to amicably resolve all disputes through direct discussion and negotiation between the designated representatives of each party. If that is unsuccessful, the dispute shall be submitted to the Director of Operations of gbaSl and the City for discussion as a condition precedent to litigation. B. Non -Binding Mediation. If direct negotiation required by the preceding paragraph is not successful, the parties will submit any claim or dispute arising out of or related to this Agreement or the Project to non-binding mediation before a third -party mediator as a condition precedent to litigation. Unless the parties mutually agree otherwise, the mediation shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Each Party shall pay their own legal fees associated with the mediation, but shall equally share the mediator's fees. It is agreed that all contractors, design professionals, subcontractors, and consultants who are involved in, and potentially liable for any claim being asserted, may participate in the mediation. SECTION 9 - OTHER PROVISIONS A. Facsimile or Electronic Signatures. The Parties agree that a facsimile or electronic (PDF) copy of a signature to this Agreement shall be deemed to have the same force and effect as an original signature. B. Waiver. A waiver by either the City or gbaSl of any breach of this Agreement shall not affect the waiving Party's rights with respect to any other or further breach. C. Sevevaibiility. The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. Integre ion. This Agreement and documents made a part hereof by reference represent the entire Agreement between the City and gbaSl. This supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written, relating to the subject matter of this Agreement. If the City issues a purchase order or work order to gbaSl at any time, no preprinted terms thereon shall become part of this Agreement. Any purchase order or work order, whether or not signed by gbaSl will be for the sole purpose of facilitating the City's operations. E. ={ssignment. Neither Party shall assign this Agreement or any rights or duties under the same without the prior written consent of the other Party. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this Agreement. Nothing contained in this Article shall prevent gbaSl from employing independent consultants, associates, and subcontractors to assist in the performance of the Services or from assigning any receivables to a third party. F. Third Parties. Nothing in this Agreement shall be construed to provide any rights or benefits to anyone other than the City and gbaSl IN WITNESS WHEREOF, City of Waterloo and gba Systems Integrators, LLC, by their authorized representatives, have hereunto subscribed their names this day of , 2016. Executed in duplicate with copies to the City and gbaSl. for City of Waterloo, IA for gba Systems Integrators, LLC D-utpAve---e Cpc"-Vin Hart Mayor Date: tl /7 / I I, ATTEST: .4.§ti Name: kelt . .e,1Lh If Date: � 3, _ 1 u rt, PE, PTOE it 'r o Operations Date: f®///‘ ATTEST: Name: CC P E. Date: /0Q2nr1&.