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Home My WebLink AboutC2005-453 - 8/9/2005 - NA AGREEMENT BETWEEN THE cn'Y OF CORPtJ8 CHRJSTI AND RAM TECHNOLOGIES, INC. TO PERFORM PROFES, SlONAL CONSULTING ~ERVICE8 FOR AUTOMATED METER READING PILOT BIPt. EMENTATION This Agreernem to perform profeasmnal consulting sauces ("Agreement' or 'Contract") is entered into by and between the City of Corpus Christi, a municipal corporation, ("City'), and RAM Technologies. Inc. ("Consultant') effectNe for all purposes upon execution by the City Manager or his designcc NOW, THEREFORE, Consultant and City agree as follows: I. CONTRACT f rlIIN~TRA'rOR The Cor, bact Administratm designated by ttm City is responai~le for approval of all phases of performance and operations under this Contract inciudlng authorizations for payment. All of Consultant's notices or communications regarding this Conbact must be directed to Itm Co,ah,.ct Administrator. who is ~ Director of Munlcll~l InformalJon Sy~tm~m, or designee. II. SCOP~ OF ~.RVlCl=R Consultant will per'form services in accordance with its Management and Technical Services Proposal for Automated Meter Reading Pilot Implementation dated July 25, 2005 ('Proposal'), which is incorporated heroin by reference and made pert of this Agreement for all purposes. In the event of any conflict between this Agreement and the Proposal, this Agreement shall control. This agreement takes effect upon execution by the City Manager or his designee. The term of this agreement is July 16, 2005 through August 31, 2005, unless sooner termlnatad in accc, rdance with SeclJon IV below. III. FEE FOR ~RVIC~=R TuEI cost for all services described in ttm Proposal to be provided by Cormultant under this agreement shall not exceed $25,000 inclusive of all expenses, unless expressly authorized by written amendment to this agmemerrL Consultant shall invoice the City at end of sect monttt for services pedormecl in that month. N. TERMINATION OF CONTRACT The City may, at any time, witi] or without cause, te,,.ina~ this Agreement upon two (2) weeks w, ii~un notic~ to the Consultant. Upon t~rmination of this Agreement, all finished or unfinished documents, data, studies, or reports prepared by the Consultant, at the option of the City, will be delivered to the City and become the property of the City. In such event of termination without cause, City will be invoiced for the actual time and charges accumulated through the date of termination. V. APPROPRIA~ All parties recognize that the continuation of any contract after the close of any fiscal year of the City. which fmcal year ends o~ July 31 of each year, will be subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City doe~ not represent that said budget item will be actually adopted, said determine'don being within the sole discretion of the City Council at the tk~e of adoption of such budget. The Consultant will not a~sign, t~ansfer, or delegate any of his obligations or dudes In this 1005-45.t ffhout the prior written consent of the City. The performance of this R.~M 'l'rrhnok~l~ Agreement by Consultant is the essence of this Agreement and City's right to withhold consent to such assignment will be within the sole discretion of the City on any grounds wha'moever VII. IN~NDENT CON~CTOR Consultant will perform all professional serv~ aa an independent contractor and will fumish such services ir its own manner and method, and under no circ~ms~nces or conditions will an agent, servant o~ employee of the Consultant be considered an employee of the City. VIII. SUBC~NIRACTOR$ Consultant may use subcoH~ac'u~s in connection with the work performed under this Agreement. When u~ing subco.b,,uLu~s, however, Consultant must obtain prior w~-u=n approval from the City In using subcontmctom, Consultant agrees to be responsible for all their ~ and orni~ to the same extent as if the subcontractor and its employee~ were employees of rite Consultant. AIl requirements set fo, Lh as part of this Agreement will be apf)licable to all ~ubco~'~actom and their employees to the same extent as if the Consultant and its employees had performed the services. IX. ~ ~' E LAW This Agreement is subject to all Fodeml laws and ~ of the State of Texas. AJI duties of Itm parties will be performed in the City of Corpus Christi, Texas, or the offices of Consultant as apflropria~e. The applicable law for any legal disputes arising out of this Agreement will be the law of Texas and such forum and venue for such disputes will be the approfldate federal, district, county, or justice court in and for Nuece~ County. Texas. WANER No waiver of any breach of any term. or condition of this Agreement, will be constnmd to waive any subsequent breach of the same. ,XI. NOI'IC~= Notice may be given by fax, hand delivery, o~ certified mall, postage prepaid, and is deemed recen~cl on the day faxod or hand delivered or on the third business day after deposit If ~mnt certified mail. Notice will be sent as follows: IF TO CITY: City of Corpus Christi Attention. City Manager PO Box 9277 Corpus Christi, Texas 78489-9277 FAX No.: (512) 880-3601 IF TO CONSULTANT: RAM Technologies, Inc. Atl~Ydon Christopher P. Minton, VP 220 Commerce Drive, Suite 220 Fort Washington, PA 19034 FAX No.: (215) 654-8807 XJI. This Agreement may be amended only by written Agreement signed by duly authorized X]ll. DiSCj rt~4JRW Of: IN'll:Sll~'l'~ Consultant further agrees, in compliance wilJ, City of Corpus Christi Ordinance No. 17112, to complete, as part of this Agreement, the Disclosure of Interest form attached as an Exhibit to thi~ Agreornent XIV. INSURANCl= Consultant will comply with the Insurance Requirements provided in the attacJ~ Exh~3it. Consultant agrees to indemnify and save harmless the City, its agents, servants, and employees from any and all liabilities, clain~, losses, damages, or expermes, incJuding reasonable attorney'8 fees, resulting from Consultant's negligence or willful acls or omissions In performance of thi~ Agreement. XVl. INTm ' ~=CTIJAL PROPERTY City shall ow~ all right, title, and interest in and to all of the docume,,L~ prepared by Consultant under this Agreement. Consultant may retain copies for its archives and internal uses. XVII. FOR:Cr= MAJFURE Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by tim, flocx:l, explosion, war, strike, terrorism, embargo, civil or military authority, act of God, act or omission of cartiere or similar causas beyond ~ co,,bul ('force majeure conditiona'). If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party. A'I-rEST Armando h/ha~'paapa C~ Secretary CITY ~f: CORPUS CHRISTI Approved aa to legal form this ';~ day of. J(~, ~. ""'. , 2005 Asa~[ant City Attc~y for City Attomey CONSULTANT' RAM Technologies, Inc. Name: Robert A. Tullo TdJe: President Date: July 28, 2005 IN~URANGE RIEn~ qREM~]~ CONSULTANT'S LIABILI'I'Y INSURANCI= Consultant must not commence work under this agreermmt until all Insurance r~quirad herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subco.bactor to commence work until all similar insurance required of the subcontractor has been obtained. Consultant must fumi~h to the City's Risk Manage~ two (2) copies of Certificates of Insurance, showing the following minimum cc, verage by Insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional ,nsured for the General end Automobile liability policies end a blanket waiver of subrogation is required on all applicable policies. ~-D~y wrltMn notice of c~ncMl~tlon, ma~t;~rlml change, non-mnewll or tm'mlrmtlon and · 10 clay wrfl~n notice of omx~llmtion for non-payment of prentlum Im MINIMUM INSURANCE COVERAGE Bodily INury .nd Pmpe~ ~ Per occurrence aggregate COMMERCIAL GENERAL LIABILITY inciuding. 1. Comrnerc~al Form 2. Premises - Operations 3. Prodtx.~/Completed Operations Hazard 4. Contractual Llabil~y 5. Independent Contmctom 6. Personal Injury $2.000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY-OWNED NON- OWNED OR RENTED $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY inciuding: Coverage provided must cover officers, directors employee~ and agent~ 1. ERRORS AND OMMISIONS WORKERS' COMPENSATION EMPLOYERS' LIABILITY $2,000,000 COMBINED SINGLE LIMIT WHICH COMPUES WITH THE TEXAS WORKERS' COMPENSATION ACT AND PARAGRAPH II OF THIS ACT AND PARAGRAPH 2 OF THIS EXHIBIT $100,000 in the event of accidents of any kind, the Consultant must furnish the Rbk Manager ~ copies of all reports of such accidents within ten (10) days of accident ADDITIONAL REQUIREMENTS Consultant must obtain workers' compensation coverage through a licensed insurance company obtained in accordance wlb% Texas law. The contract for covmage must be w]~t'~,n on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred by the Consultant will be Certificate of Insurance: The City of ~ Chdatl must be named as an addltlmml Ineumd o~ the General and Automobile 118bHIty policie8 and a blanket waiver of subrogation ia required on all applicable policies. If your insurance company uses the standard ACORD form, the cane~lM]on ¢lau~e (tx)ttom right) mt~t be ameaded by adding the wording "changed or' between 'be' and 'canceled', and deleting the words, 'endeavor to', and deleting the wording after 'left'. In the alternative, a pormy endorsement stating the required cancellation language will be accepted. At a minimum, a 30-day ~ notice of cancellation, material change, nort-mnewal or termination and a 10-day wrl'i~t notice of cancellation for non-payment of premium is required. If the Certificate of Insurance does not show on its face the ~xist~nce of the coverage required by items 1.B (1)-(6), an authorized mpreaemT-.[~ve of the insurance company must include a letter specifically stating whether Items I.B. (1)-(6) are inciuded or excluded. Management and Technical Services Proposal For The City of Corpus Christi Automated Meter Reading (AMR) Pilot Implementation PRESENTED BY VerNon 1 July 25, 2005 City of Corpus Christi -AMR Pitot lmpl~.,enl~lion Table of Contents 1.0 INTROC)UCTION ....................................................................................................... 8 2.0 EXECUTNE SUMMARY ........................................................................................ 9 3.0 PROJECT RESOURCES, DURATION AND COST8 ........................................... 10 4.0 PROJECT REQUIREMENTS ................................................................................ R.~,M T,.,.chnok~e~. IRK:. ~1 ...... 7 Ciw of Corpus Christi -AMR Pilot impl~m~qltal~on X~l. ,1.0 Intzlxl~ t.t Purlx~ I h~,~ proposal is being submilted to exlend the AMR Project Management and Technic. al Consulting ,,,.~ ~ce~ of RAM 'l'~hnologies. Inc. related ~o the AMR pilot implemenlation for the City of Corpus ~ hn.,qi ~, lormal proposal tbr RAM's servicers related to the AMR citywide expansion baa been submitted ,md ~, .' 'vcik-'duled tbr review ~ Cio,. Council in l~te Augusl. City of Corpus Christi -AMR Pilot lmplemen _t~._ioo X ql. F e utlye m-nnwy RAM 'has been enEa~.xl in thc evaluation and exception review stage on behalf of bbc City of Corpus Chri.,~i. RAM is x~orking with the City to hone financial catimates and projections rek~ tn ~oth thc Pilot AMR deplo.vment and Ihe anticipated AMR citywide c.-xpansiom qAM is working with the City's Utility Billing Officc and Northrop Gruff-mm (NGCIS) to iclmti~'. evaluate and resolve AMR excepti(m conditions identified in the field. RAM's focus, working with :he ('it3. of Corpus Christi, is to resolve any billing discrepancies in the AMR te~t envixtmment prior '.o th,: Cit). migrating the AMR solution into production. I his prol~)sal is anticipated to cover work efforts and project exlx~Ses for th~ period begirming July 16. 2005 through August 3 I. 2005. Cit~, ~Corpus Chri~ -AMR Pilot implcm~'nt~jon I)uc to the importam nature of this project and desir~l timeline, it is required ~ RAM timely access to Ilu: City of Corpus Chrisli's personnel to complete this effort. R ~M rt,o~o~e~ ]~i ....... Pr~xm[ ~ ]