HomeMy WebLinkAboutAgr 2002-03-28 (Green Drake Engineering)
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered this 28th day of March, 2002, by and between the TOWN
OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and
GREEN DRAKE ENGINEERING, INC., a Nevada corporation, hereinafter referred to as
"Consultant, "
RECITALS
A. The Town desires to retain a qualified professional to advise the Town regarding the radio
frequency requirements and limitations of the Marin Emergency Radio Authority network,
on an as-needed basis. The services that the Town may require are more fully described in
Exhibit A, which is attached hereto and incorporated herein by reference ("Services").
Consultant is fully qualified and possesses all necessary licenses and credentials to provide
the Services.
B. The parties wish to contract for the Consultant to provide the Services as set forth herein.
AGREEMENT
1. Scope of Consultant Services. Consultant shall perform those Services described in the
Consultant's Proposal for Services ("Exhibit A"), as the Town may direct in its discretion.
The Town Manager or his designee is authorized to request any particular Service from
Consultant. The Town Manager must authorize in writing any Additional Services that is
not described in Exhibit A.
2. Compensation. Consultant's fee for the Services shall be as shown on Exhibit A. Unless
otherwise provided in Exhibit A, Consultant shall submit monthly invoices for payment.
All invoices shall be paid within 30 days of submission to the Town. Consultant's fee for
any Additional Services shall be compensated on a time and materials basis up to a
maximum amount that shall be established in the document in which the Town authorizes
the Additional Services.
3. Time of Performance. Consultant shall provide the Services as promptly as is reasonably
possible after authorization by the Town Manager or his designee.
4. Standard of Work: Indemnity. Consultant shall perform the services in a skillful and
professional manner compatible with the usual, customary standard of Consultant's
profession. Consultant shall indemnify, defend and hold Town harmless from and against
claims, liabilities, suits, loss, cost, expense and damages (collectively, "Claims and Losses")
to the extent that such Claims and Losses arise from Consultant's negligence or willful
misconduct in performing the Services pursuant to this Agreement. In the event that other
parties are found to share responsibility for the Claims and Losses due to their negligence or
1
willful misconduct, Consultant's liability under this paragraph shall not exceed its
proportionate share of responsibility for the Claims and Losses relative to such other parties.
5. Consultant as Independent Contractor. Consultant (including its agents and employees) is
not an agent or employee of the Town but is an independent contractor not subject to the
direction and control of the Town. Without limiting the foregoing, Consultant shall
maintain complete control of its operations and personnel and shall be solely liable and
responsible to pay all required salaries, wages, expenses, taxes and other obligations,
including, but not limited to, withholding and Social Security.
6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent
audit and/or evaluation of the Consultant's records and accounts of expenditures and
program activities that directly pertain to this project at its own expense. Consultant shall
furnish all items necessary in the Town's discretion to complete said audit and/or
evaluation.
7. Insurance. Consultant shall maintain insurance as set forth below.
A. Comprehensive General Liability: Combined single limit of $1 ,000,000 for each
single occurrence and $2,000,000 annual aggregate.
B. Comprehensive Automobile Liability: Combined single limit of $1,000,000 for
each single occurrence for bodily injury and property damages; $2,000,000 annual
aggregate.
C. Engineers Professional Liability: For an amount of at least $1,000,000 on a claims
made basis.
D. Workers' Compensation Coverage: As required by the laws of the State of
California.
E. The insurance required under paragraphs A and B, above, shall be endorsed with
language covering the Town, its officials, officers, employees, agents and
volunteers. Such coverage shall be primary insurance to the Town, its officials,
officers and employees and shall act as though a separate policy had been written for
each. Any failure to comply with the reporting requirements of the policies shall not
affect coverage provided to the Town, its officials, officers and employees.
F. The insurance required by this Paragraph shall not be suspended, voided, canceled
or reduced in coverage or in limits except thirty days after the Town ha~ received
written notice.
G. Evidence of compliance with the insurance and endorsement requirements of this
Paragraph shall be subject to the approval of the Town Attorney.
8. Ownership of Documents. All plans, studies, documents and other writings prepared for
and by Consultant, its officers, employees and agents and subcontractors in the course of
performing the Services shall be the property of Town and Town shall have the sole
right to use such materials in its discretion without further compensation to Company or
to any other party. Consultant shall, upon request, provide such materials to Town.
2
Unless otherwise provided in Exhibit A, this paragraph shall not apply to formulae,
modes of analyses or other instruments used by Consultant to develop the plans, studies,
documents and other writings prepared in the course of performing the Services.
Town acknowledges that such documents are prepared for use only in connection with
particular projects. Consultant makes no representation that said documents are suitable
for re-use on any other project or on any expansion of the original project. Any such re-
use by Town without specific written approval by Consultant shall be at Town's sole
risk.
9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work
Order"), require Consultant to stop or suspend performance of the Services, in whole or in
part, for a period of up to ninety days after such notice is delivered to Consultant. Upon
receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all
reasonable steps to minimize the incurrence of costs allocable to the Services covered by the
Stop Work Order during the period of work stoppage. Within ninety days of the delivery of
the Stop Work Order, or such later time as may be agreed to by the parties, Town shall
either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 11.
Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent
that the Stop Work Order results in a documentable increase in the cost of performing the
Services or the time required for such performance, Consultant shall receive an equitable
adjustment in compensation or an extension of time for performance, as appropriate.
10. Delinauency. In the event that a proper invoice remains unpaid for more than 30 days after
submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser
of 1.5% per mo~th or the maximum rate allowed under applicable usury laws. In addition,
Consultant may suspend the performance of the Services after giving Town 10 days notice
of its intent to do so. In the event of such suspension, the Base Fee shall be increased to
include Consultant's reasonable costs of suspending and restarting the Services.
11. Termination of Contract. It is expressly understood that either party shall have the right to
terminate this agreement within five (5) days written notice to the other party. In such
event, Consultant shall deliver to the Town copies of all finished and unfinished surveys,
studies, documents, computer disks, and/or reports pertaining to the contract, and
Consultant shall be entitled to receive just and equitable compensation for any satisfactory
work completed as determined by the Town.
12. Discrimination. In the performance of this Agreement, Consultant shall not engage in nor
permit others he may employ to engage in discrimination in the employment of persons
based on race, color, religion, sex, sexual preference, age, or handicapped conditions.
13. Dispute Resolution. In the event that a dispute arises between the parties relating to this
Agreement, the parties shall attempt in good faith to resolve the dispute through direct
negotiation. In the event that direct negotiation is unsuccessful, the parties will attempt to
3
resolve the dispute through mediation. Neither party shall have the right to institute
litigation to resolve the dispute until they have tried in good faith to settle the matter through
mediation without success.
14. Miscellaneous.
A. Other Contract Provisions. Other provisions may be set forth in Exhibit A. To the
extent that there are any inconsistencies with such Exhibit and the other portions of
this Agreement, the latter shall prevail.
B. Governing Law. The laws of the State of California shall govern this Agreement.
C. Severability. If any provision of this Agreement is found to be invalid or
unenforceable, the remaining portions shall remain valid and enforce unless the
effect would materially change the economic burden on either party.
D. Successors in Interest: Assignment. This Agreement shall be binding on the assigns
and successors in interest to both parties. Neither party may assign their obligations
under this Agreement without the written consent of the other party.
E. Entire Agreement: Amendment. This Agreement represents the entire Agreement
between the parties. This Agreement may only be amended in writing.
15. Exhibits. This Agreement includes the following Exhibit(s), which are attached hereto and
incorporated herein by reference:
Exhibit A:
Proposal from Green Drake Engineering, Inc. dated
February 21,2002.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement the day and year above written.
CONSULTANT
?iM,~
.
Green Drake Engineering, Inc.
By: 'PAuL. M.. ~~
Its: ?~I ~ c..ez:>
TOWN OF TmUR N
Alex D. McIntyre, Town Manager
APPROVED AS TO
~~
Ami R. Danforth, Town Attorney
4
G D E lNC
A \vireless communication company
February 21, 2002
EXHIBIT NO. A-
Alex D. McIntyre
Town Manger
Town of Tiburon
1505 Tiburon Blvd
Tiburon. CA 94920
RE: Project proposal for MERA. network evaluation and analysis ofTiburon site location.
Dear Alex,
Green Drake Engineering is very pleased to present this proposal to the Town of Tiburon for RF Engineering
consulting services. I have included a short introduction to Green Drake Engineering and a description of the
services that we offer. Please feel free to contact me if you need further information regarding our company or the
project proposal.
Green Drake Engineering is a full service engineering consulting firm., offering services in Radio Frequency
Engineering, Construction, Architectural & Engineering, Network Design, and Data Network Engineering. Our staff
members have experience with every major mobile radio standard, point-to-point communications, wireless local
loop and data networks. In addition, our team of communication professionals has excellent skills in project
management, construction management, operations and maintenance. The principals at Green Drake Engineering
believe in providing complete customer satisfaction through unmatched customer service. Because we are not
associated with any equipment vendor or tower company, Green Drake Engineering can provide you with an
unbiased solution that meets your needs. We provide our clients with intelligent. highly motivated individuals,
whose main focus is to provide you with the best service and products in the industry. The principals at Green Drake
Engineering remain involved throughout every project so that if problems arise, the staff in the field can work with
our management to develop solutions that keep your project on track.
Currently, Green Drake Engineering is working on a number of projects throughout the United States, including RF
Design and Optimization for a PCS company in multiple western locations and RF Design, Optimization and
Maintenance for a provider of fixed wireless meter reading services in two metropolitan areas. GDE RF Engineers
have just begun a drive testing and analysis project for a GSM build out in the northwest and also recently completed
a major BTS swap out and a GSM overlay project on the East Coast. GDE's construction teams are working with
several clients throughout the western U.S. on projects ranging from site installations, expansions, and sectorizations
to project management of a major antenna replacement effort. In addition, our scaff members are continuously
involved in the research and development of new products and services to better assist our clients. Some of the new
products we are currently developing include software network optimization tools for cellular and PCS networks, a
tracking database designed for wireless communications providers, and a system for azimuth verification that
significantly increases accuracy and reduces the major sources of azimuth setting error. This commitment to.
research and development enables us to provide you with better, cutting edge products and services.
SCOPE OF SERVICES
INITIAL NETWORK ANAL YSIS
The primary objective of the initial network analysis is to determine the RF requirements and limitations of the
MER...\. network in the coverage regions ofTiburon, Sausalito. Strawberry, and Mill Valley. The purpose of this
analysis is (1) to evaluate the need for a MERA site location in the TO\\-TI ofTiburon and (2) to determine if there are
alternate site locations within or outside of Tiburon that will meet the coverage objective of the MER. \ Network.
p - ((;/ 'I
Green Drake Engineering will provide recommendations to the Town of Tiburon outlining their fmding and will be
available to address these issues in a city council hearing. Project specifics are outlined below.
· Analyze existing design of I'vIERA network inch,lding existing site locations.
· Define coverage requirements of proposed Tiburon site.
· Identify the signal level and geographic parameters that defme MERA's 97% coverage requirement.
· Evaluate RF engineering viability of alternate sites (Only those that have been previously identified and
rejected).
· Determine "overlap" boundaries of neighboring MERA facilities in Marin County.
· Identify interference concerns from "spray" signals to other Bay Area locations (as it pertains to the proposed
Tiburon site).
· Evaluate proposed Tiburon site location(s) to determine if alternate tower designs are feasible.
· Attend Tiburon City Counsel Hearing to address all radio frequency and site related issues.
Hourly Rate for Senior RF Engineer - $11 O.OO/hour
AL TERNATE SITE EVALUATION
If instructed by the Town ofTiburon, Green Drake Engineering will conduct an RF analysis of alternate site
locations that have not previously been identified and evaluated by MERA. The purpose of this study is to determine
if any sites were overlooked in the initial design of the MERA network.
Hourly Rate for Senior RF Engineer - $110.00/hour
CLIENT FURi~ISHED AND EXCLUDED ITE:VlS
In order for GDE to complete the scope of services outlined above, it is assumed the client shall furnish the
following materials in a timely manner:
· Site locations and directions
· All access to the sites
· Contacts within MERA to coordinate project activities
ADDITIONAL ITEl\tIS
Consultant services not specifically identified as being included within this scope of services shall be contracted
separately with the Town of Tiburon.
I trust that this scope of services will give you a better understanding of the services offered by Green Drake
Engineering. Kindly review this description of services at your convenience. After your review, I will make myself
available to discuss our services with you in further detail.
Sincerely,
Jeff Pellegrini
RF Engineering Manager
Green Drake Engineering
925 437 3221
EX!i.!BIT NO. A-
f.J- 4/- /f
G D E lNC
A wireless communication company
February 28, 2002
Alex D. McIntyre
Town Manger
Town ofTiburon
1505 Tiburon Blvd
Tiburon, CA 94920
EXHIBIT ND.L
RE: Project Time Estimates.
SCOPE OF SERVICES
INITIAL NETWORK AN"AL YSIS
The primary objective of the initial network analysis is to determine the RF requirements and limitations of the
MERA network in the coverage regions ofTiburon, Sausalito, Strawberry, and Mill Valley. The purpose of this
analysis is (1) to evaluate the need for a MERA site location in the TO'WTI of Tiburon and (2) to determine if there are
alternate site locations within or outside of Tiburon that will meet the coverage objective of the MERA Network.
Green Drake Engineering will provide recommendations to the Town of Tiburon outlining their rmding and will be
available to address these issues in a city council hearing. Project specifics are outlined below.
· Analyze existing design of ylERA network including existing site locations.
· Define coverage requirements of proposed Tiburon site.
· Identify the signal level and geographic parameters that define ylER..;\ 's 97% coverage requirement.
· Evaluate RF engineering viability of alternate sites (Only those that have been previously identified and
rejected).
· Determine "overlap" boundaries of neighboring MER.A. facilities in Marin County.
· Identify interference concerns from "spray" signals to other Bay Area locations (as it pertains to the proposed
Tiburon site).
· Evaluate proposed Tiburon site location(s) to determine if alternate tower designs are feasible.
· Attend Tiburon City Counsel Hearing to address all radio frequency and site related issues.
Hourly Rate for Senior RF Engineer - Sl10.00/hour
Estimated Project Time of Completion: 40 hours to 80 hours (S4,-J00 - S8,800)
Not to Exceed 80 Hours
ALTERNATE SITE EVALUATION
If instructed by the Town ofTiburon, Green Drake Engineering will conduct an RF analysis of alternate site
locations that have not previously been identified and evaluated by MERA. The purpose of this study is to determine
if any sites were overlooked in the initial design of the MERA network.
Hourly Rate for Senior RF Engineer - Sll O.OO/hour
Estimated Project Time of Completion:
I, ~ oj If
The time estimate for this work will be outlined and agreed to by both parties before the start of any work. It will
dependent on the availability of county parcel maps, site locations and accessibility, and the number of sites
reviewed.
Sincerely,
Jeff Pellegrini
RF Engineering Manager
Green Drake Engineering
925 437 3221
~XB!BIT ND. A-~
I.eftf Y