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HomeMy WebLinkAboutC2005-670 - 12/13/2005 - Approved AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND NEXT STEP CONSULTING, L.L.C TO PERFORM PROFESSIONAL CONSULTING SERVICES FOR WI-FI PROGRAM This Agreement to perform professional consulting services ("Agreement" or "Contract") is entered into by and between the City of Corpus Christi, a municipal corporation, ("City"), and Next Step Consulting, L L.C., a Texas limited liability company ("Consultant"), effective for all purposes upon execution by the City Manager or his designee. NOW, THEREFORE, Consultant and City agree as follows: I. SCOPE OF PROJECT The City has been identified by Intel Corporation for project known as the Digital Communities Initiative, whose goal is to explore and develop services and products to operate businesses and provide government services in a wi-fi environment. Towards that goal, the City issued a Call for Partnership to solicit potential partners and request written expressions of interest to participate In the effort to establish a robust and viable broadband network for the benefit of the community II SCOPE OF SERVICES Consultant will perform services in accordance with Proposal (for) City of Corpus Christi WiFi Network Business Implementation Initiative, ("Proposal") which is attached as Exhibit A. In the event of any conflict between this Agreement and the Proposal, this Agreement shall control. III. ORDER OF SERVICES The Consultant agrees to begin work upon receipt of the executed contract. A preliminary project schedule is attached in Exhibit A IV FEE FOR SERVICES The City shall pay the Consultant a hourly rate of $120 for providing the services described in Exhibit A. This fee shall be full and total compensation for services and for all expenses Incurred in performing these services. Consultant shall invoice the City at end of each month for services performed in that month. Each monthly invoice shall contain description of task(s) performed. hours of service performed, dates of service performed, and all other information as requested by Director of Municipal Information Systems or designee. Payments shall be issued within 30 days of receipt of invoice Services above $100,000 require additional written authorization. V EFFECTIVE DATE, TERM, AND CONTRACT ADMINISTRATOR A This agreement takes effect upon execution by the City Manager or his designee. B The term of this agreement is December 5,2005 through July 31, 2006, unless sooner terminated in accordance with Section VI below. 2005-670 12/1,V05 \;12005-425 '\Iext Step (onsulting C The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Contract including authorizations for payment. All of Consultant's notices or communications regarding this Contract must be directed to the Contract .Administrator, who is the Director of Municipal Information Systems, or designee. \/1 TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this Agreement upon one (1) week written notice to the Consultant. Upon termination 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 VII. APPROPRIATIONS All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on 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 does not represent that said budget item will be actually adopted, said determination being within the sole discretion of the City Council at the time of adoption of such budget. VIII. ASSIGNABILITY The Consultant will not assign, transfer, or delegate any of his obligations or duties in this Agreement to any other person without the prior written consent of the City. The performance of this 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 whatsoever IX. INDEPENDENT CONTRACTOR Consultant will perform all professional services as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions will an agent, servant, or employee of the Consultant be considered an employee of the City. X SUBCONTRACTORS Consultant may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Consultant must obtain prior written approval from the City. In using subcontractors, Consultant agrees to be responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Consultant. All requirements set forth as part of this Agreement will be applicable to all subcontractors and their employees to the same extent as if the Consultant and Its employees had performed the services. XI. APPLICABLE LAW This Agreement is subject to all Federal laws and laws of the State of Texas. All duties of the parties will be performed in the City of Corpus Christi, Texas, or the offices of Consultant as appropriate 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 appropriate federal, district, county, or Justice court in and for Nueces County, Texas. XII WAIVER No waiver of any breach of any term, or condition of this Agreement, will be construed to waive any subsequent breach of the same. XIII. NOTICE Notice may be given by fax. hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand delivered or on the third business day after deposit if sent certified mail. Notice will be sent as follows: IF TO CITY City of Corpus Christi Attention: City Manager PO Box 9277 Corpus Christi. Texas 78469-9277 FAX No: (512) 880-3601 IF TO CONSULTANT: Next Step Consulting, L..L.C. Attn: Brian Anderson, President 2 Tanglewood Lane Malvern, PA 19355 XIV AMENDMENT This Agreement may be amended only by written Agreement signed by duly authorized representatives of the parties hereto. XV. DISCLOSURE OF INTERESTS Consultant further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this Agreement, the Disclosure of Interest form attached as an Exhibit to this Agreement. XVI INSURANCE Consultant will comply with the Insurance Requirements provided in the attached Exhibit. XVI. INDEMNIFICATION Consultant agrees to indemnify and save harmless the City, its agents, servants, and employees from any and all liabilities, claims, losses, damages, or expenses, including reasonable attorney's fees resulting from Consultant's negligence or willful acts or omissions in performance of this Agreement. XVII INTEllECTUAL PROPERTY City shall own all right, title and interest in and to all of the documents prepared by Consultant under this Agreement. Consultant may retain copies for its archives and internal uses. XVIII. FORCE MAJEURE Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by fire, flood, explosion, war, strike, terrorism, embargo, civil or military authority, act of God, act or omission of carriers or similar causes beyond its control ("force majeure conditions"). If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party. ~ Armando Chapa .'- City Secretary CITY OF CORPUS CHRISTI ~ Ge&ge K. Noe City Manager Date: ATTEST [1-/00/05 [ L Approved as to legal form this ~ day of i..J-{ , ,2005 , / /1, ):_/. By: 'f, .. ...oj ;.-~. " -..0('-" Assistant City Attorney) for City Attorney CO~SUl T~ ~ Step Consulting, L.l.C. By(. "';... r--'~::: -'-- .\ ""-.,..~ ".-' ------ Name: Brian Anderson Title Presideflt Date '--v: 'r; f1Jl!Ji~~?:S: I: U Htli"L., ',i ,~:. . ". J2.1/7/05 + ~~u..{-:_~ .. .' . ..... "'~.' .---.......... ~ sFr.~Fl;,~lL Exhibit A Next Step Consulting, LLC 2 Tanglewood Lane Malvern, PA 19355 PROPOSAL City of Corpus Christi WiFi Network Business Implementation Initiative Prepared for: Leonard Scott - MIS Business Unit Manager, City of Corpus Christi Prepared by: Brian Anderson - President, Next Step Consulting, LLC DESCRIPTION The City of Corpus Christi IS currently deploying a cellular WiFi network throughout its entire 147 square mile area. The citywide cellular WiFi network initiative was started in 2004 when it was Identified as a critical component of the City's Automated Meter Reading (AMR) capital improvement project. Beyond government application use, the City intends to establish a public access business that leverages its investment in the network to create economic and community value by providing local business and residents with convenient access affordable network applications and services. Brian Anderson, of Next Step Consulting, LLC, has worked as a consultant for the City from the original AMR proposal through the development of a WiFi Business Plan. The City is in the process of completing a business plan that is focused on achieving measurable government, economic, and community goals. The City will work with community, local business, and private sector organizations to develop the structure and strategy for the business plan. The City will use the business plan as a guide for implementing an effective WiFi Network business operation. The Implementation of WiFr Network business operation will include the following key tasks: Establishing a business management operation to administer public access services provided through the WiFI network. Establishing partnerships with private-sector, government, and non-profit community organizations to provide relevant network services (i.e., e-commerce, e-learning, Internet, etc.) to the public. Actions to support this task will include the development of integrated product and service offerings, RFPs, cost sharing/revenue sharing agreements, and a management organization Marketing and community outreach activities that gain community input to develop relevant network services and maximize market penetration. Implementing the application infrastructure required to deliver defined public access services. Principal application components will include a web portal that provides integrated e- commerce, e-Iearning, Internet access, and other services that serve to provide measurable economic development and community value. in addition the City will also continue to implement department WiFi Network applications the measurably enhance the effectiveness and efficiency of City services and operations. PROPOSED SERVICES Next Step Consulting, LLC IS proposing to provide the City of Corpus Christi with planning and development services required to effectively implement the WiFi Network business operation as well Exhibit A as City department network applications as defined in the Description section of this proposal as directed by the City's Municipal Information Services (MIS) department. SCHEDULE The proposed planning and development services will begin December 5, 2005 and extend through July 2006. Because the City is innovator in the development of the proposed municipal WiFi Network business model, it is not practical to define detailed tasks and deliverables within this proposal. Under the direction of the City's MIS department, a detailed schedule of activities and deliverables will be defined on an ongoing basis and communicated through regular planning and status reports. RESOURCE Brian Anderson - Principal Consultant Brian Anderson has over 20-years of IT planning and consulting experience. Brian has been a principal consultant for the City Corpus Christi through AMR and WiFi Network planning and development activities from the original AMR proposal through the WiFi Network business planning activities COST The cost for this proposal will include City approved work hours and expenses. Brian Anderson will work at a rate of $120 per hour Travel and business related expenses will not exceed the City's defined per diems and allowances Total costs for this effort are estimated at $100,000 or less. EXHIBIT B DISCLOSURE OF INTERESTS FORM ~ ~ City of Corpus Chnsti SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered If the question IS not applicable, answer with "NA". See reverse side for definitions. COMPANY NAME POBOX STREET: CITY' ZIP FIRM IS: 1. Corporation 2. Partnership 4 Association 5 Other( 3. Sole Owner ( ) DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1 State the names of each "employee" of the City of Corpus Christi having an "ownership Interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2 State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3 State the names of each "board member" of the City of Corpus Christi having an "ownership Interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission, or Committee 4 State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Consultant CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title (Type or Print) Signature of Certifying Person: Date: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor c "Firm. Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. d "Official" The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. e "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, Including when such interest is held through an agent, trust, estate, or holding entity. Constructively held - refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT C INSURANCE REQUIREMENTS CONSULTANT'S LIABILITY INSURANCE A Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B Consultant must furnish to the City's Risk Manager two (2) copies of Certificates of Insurance. showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General and Automobile liability policies and a blanket waiver of subrogation is required on all applicable policies TYPE OF INSURANCE 30-Day written notice of cancel change, non-renewal or termin written notice of cancellation fo premium is required on all certi COMMERCIAL GENERAL L1A 1 Commercial Form 2 Premises - Operations I 3 Products/ Completed Opera 4 Contractual Liability 5. Independent Contractors 6 Personal InJury AUTOMOBILE LIABILITY --OW OR RENTED I ~-~OFESSIONAL LIABILITY in I I Coverage provided must cover --- MINIMUM INSURANCE COVERAGE -.----.--"...---. lation, matenal Bodily Injury and Property Damage ation and a 10 day Per occurrence aggregate r non-payment of ficates BILlTY including: $2,000,000 COMBINED SINGLE LIMIT tions Hazard i I i NED NON-OWNED $1,000,000 COMBINED SINGLE LIMIT I -"._,---" eluding $2,000,000 COMBINED SINGLE LIMIT officers, directors Page 11 of 11 -. -..--..-----.---.-.. \ employees and agents l [ 1 ERRORS AND OMMISIONS i I WORKERS COMPENSATION WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND PARAGRAPH II OF THIS ACT AND PARAGRAPH 2 OF THIS EXHIBIT I EMPLOYERS LIABILITY L_ ____________.._._______. $100,000 C In the event of accidents of any kind, the Consultant must furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of accident. II ADDITIONAL REQUIREMENTS A. Consultant must obtain workers' compensation coverage through a licensed insurance company obtained in accordance with Texas law. The contract for coverage must be written 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 promptly met. B Certificate of Insurance The City of Corpus Christi must be named as an additional insured on the General and Automobile liability policies and a blanket waiver of subrogation is required on all applicable policies If your Insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended 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 policy endorsement stating the required cancellation language will be accepted. " The name of the project must be listed under "Description of Operations" At a minimum, a 30-day written notice of cancellation, material change, non-renewal or termination and a 1 O-day written notice of cancellation for non-payment of premium is required. C If the Certificate of Insurance does not show on its face the existence of the coverage required by items 1 B (1 )-(6), an authorized representative of the insurance company must include a letter specifically stating whether items 1.B_ (1 )-(6) are included or excluded. H\LEG-DIR\Usa\MIS 2005\Next Step Consulting Nov 2005.doc