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Res 1428 - Agrmt Pacific Netcom COUNCIL BILL NO. 1815 RESOLUTION NO. 1428 A RESOLUTION ENTERING INTO AN AGREEMENT WITH PACIFIC NETCOM. INC FOR TELECOMMUNICATIONS CONSULTING SERVICES AND AUTHORIZING THE MA VOR TO SIGN ON BEHALF OF THE CITY. WHEREAS. The City's phone system is obsolete and parts availability is no longer guaranteed by the system's vendor, and WHEREAS, The city requires the service of a telecommunications consultant to guide the development of specifications for and procurement of a replacement telephone system, and WHEREAS, The city requested proposals from qualified telecommunications consultants, and WHEREAS, The City of Woodburn Council on May 1 2, 1997 selected Pacific Netcom Inc. to provide the telecommunications consulting services for acquisition of a new telephone system for the city; NOW THEREFORE THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into an agreement with Pacific Netcom, Inc. for telecommunications consultant services which is affixed as Attachment II A" and by this reference incorporated here in. Section 2. That the Mayor is authorized to sign said agreement on behalf of the city. Approved as to formcY)(Yv()--~ ,-10 - '1-::t- City Attorney Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder July 16, 1997 July 16, 1997 July 16, 1997 ATTEST: Mar T e ant, Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1815 RESOLUTION NO. 1428 ...."^', .'--Y---~.._--'._---'._'-~".'~-_._' -, ATTACHMENT "~' Page 1 of5 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is entered into between Pacific Netcom, Inc., an Oregon corporation (hereinafter Consultant) and the City of Woodburn, an Oregon municipal corporation (hereinafter Client). Consultant desires to provide and Client desires to obtain consulting assistance to as described in the attached Proposal for Telecommunication Services. In consideration of the mutual covenants contained in this Agreement and other good valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Professional Services 1.1 Consultant will provide the services specified in its April 10, 1997 Proposal for Telecommunication Services which is attached hereto as Exhibit "~' and is by this reference incorporated herein and any services specified in any future Statement of Work which hereafter may be agreed to between the parties. 1.2 The services shall be performed at Client's location, or at Consultant's Portland, Oregon location, or upon request of Consultant, approved by Client, at any remote locations. 1.3 Client may change the services or obtain additional services not covered by this Agreement. Client shall submit specifications to Consultant. Consultant shall provide Client with a cost estimate for performing the changed or additional services, and if accepted by Client shall be governed by the terms and conditions of this Agreement. 1.4 Consultant shall assume full responsibility for the services provided. 2. Term and Termination: 2.1 This Agreement shall commence upon date of the last party signature and shall expire upon completion of the services and payment thereof by Client, or upon its earlier termination as provided in this section. 2.2 Either party may terminate this Agreement immediately upon ten (10) days written notice to the other, with or without cause, for any reason whatsoever. Upon termination of this Agreement, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement shall not relieve Client's obligation to pay Page 1 - Agreement for Professional Services "', .-..,,'-....,-- .. ATTACHMENT "A" Page 2 of5 for any services already rendered, or for any liability arising from any breach of this Agreement. 3. ~ 3.1 In consideration for the services provided, Client shall pay Consultant at the rate of Nmety-five Dollars ($95) per hour. In confonnance with the Proposal for Telecommunication Services (attached as Exhibit "A") the project shall be divided into three phases, as follows: Phase 1: Assessment and Design, Phase 2: Procurement, and Phase 3: Implementation. Consultant's consideration for the completion of Phase 1 shall not exceed Four Thousand Eight Hundred Forty-five Dollars ($4,845). Consultant's consideration for the completion of Phase 2 shall not exceed Two Thousand Eight Hundred Fifty Dollars ($2,850). Consultant's consideration for the completion of Phase 3 shall be as outlined in the Proposal for Telecommunication Services (attached as Exhibit "A") and is not estimated to exceed Four Thousand Four Hundred Sixty-five Dollars ($4,465) 3.2 Consultant will invoice Client for services as rendered. Consultant shall provide Client an invoice with a description of services rendered not later than five (5) business days after the preceding invoice period. The net invoiced amount is due in thirty (30) calendar days from the date of receipt of the invoice. 3.3 The fees payable under this Agreement shall not be considered to include local, state, or federal sales, use, excise or other similar taxes or duties levied against Client or a consequence of the providing service. Such taxes and duties shall be assumed and paid by Client. 3.4 In addition to the fees provided for under this Agreement, Client will pay Consultant's reasonable business expenses for services performed on behalf of Client including, but not limited to, travel expenses, parking expenses, and long distance tolls, if any. Consultant's shall present requests for expense reimbursement as incurred but at least monthly. Payment will be made by Client for expenses approved within thirty (30) calendar days of receipt. 4. Warranty 4.1 Consultant warrants services will be of professional quality and conform to the generally accepted standards of the telecommunications industry. 4.2 Consultant warrants that, as a participating member of the Society of Telecommunications Consultants (STC), all conduct will be in compliance with the eleven point Code of Ethics as published by the STC. Page 2 - Agreement for Professional Services .."'___ "_"",_",""",","",__""~",._,~"_,~___<,,,,,,~~~,,<~o,<_..t---...._..._.....__- ,- ATT ACHMENT ")(' Page 3 of5 eleven point Code of Ethics as published by the STC. 4.3 Consultant makes no other warranties, written, oral or implied, including without limitation any implied warranties of merchantability or fitness for a specific purpose. 4.4 Any services performed by Consultant which are determined by Client to be of less than professional quality and which after investigation by Consultant are acknowledged by Consultant to be of less than professional quality shall be corrected by Consultant without charge to Client. 4.5 Client shall provide Consultant with a written request for investigation of services within two (2) weeks after Client discovers the alleged error but not more than 180 calendar days from the performance of such Services. 5. Public Contracting Provisions 5.1 Consultant shall comply with all applicable federal, state and local laws, rules and regulations. 5.2 Consultant, Consultant's subcontractors, ifany, and all employers working under this contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage for all of their workers. Consultant shall pay all contributions required to be made by Consultant to the Industrial Accident Fund. 5.3 Consultant shall pay when due all sums, including sums withheld from Consultant's employees' pay, which Consultant has agreed to pay to health care providers for treatment rendered to Consultant's employees. 5.4 No person employed pursuant to this contract shall be employed for more than eight hours in anyone day, or 40 hours in anyone week, except incases of necessity, emergency, or where the public policy, as determined by Client, absolutely requires it. Employees shall be compensated at the rate of time and a half for all overtime worked in excess of 40 hours in one week, except for individuals who are excluded from receiving overtime under ORS 653.010 to 653.261 or under 29 U.S. Sec. 201-209. 5.5 Consultant shall make payment when due to all persons supplying labor or material to Consultant for the prosecution of work performed under this contract. Consultant shall not permit any lien or claim to be filed or prosecuted against Client on account of labor or material furnished pursuant to this contract. Page 3 - Agreement for Professional Services 1 ~ ....."''''''......",, ATTACHMENT "A" Page 4 of 5 If Consultant fails, neglects or refuses to make payment when due of any claim for labor or services furnished to Consultant or a sub consultant for work performed pursuant to this contract, Client may pay such claim and charge the amount of the payment against funds owed by Client to Consultant. 5.6 Consultant shall pay to the Oregon Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 5.7 To the maximum extent economically feasible, Consultant shall use recycled paper in performing the contract work. 6. INDEMNITY/HOLD HARMLESS Consultant shall defend, indemnifY and hold harmless Client, Client's officers, employees, agents, and representatives from and against all claims, demands, penalties, and causes of action of any kind or character, including the cost of negligence thereof: including attorney's fees, arising in favor of any person and arising out of the negligence or intentional misconduct or omissions of Consultant, Consultant's agents, employees, and subconsultants. 7. ASSIGNMENT This Agreement is binding on the heirs, successors, and assigns of the parties hereto. this Agreement may not be assigned by Owner or consultant without prior written consent of the other. 8. FINAL AGREEMENTIBINDING EFFECT/ATTORNEY FEES This document contains all of the terms and conditions of the parties' Agreement. Any waiver or modification of the terms of this Agreement must be in writing. This Agreement shall be construed so that the plural shall include the singular and the singular shall include the plural. This Agreement shall be binding upon the parties, their successors and assigns. The prevailing party in any lawsuit arising out of the Agreement shall be entitled to attorney fees, costs and disbursements. 9. INTERPRETATION OF AGREEMENT This Agreement shall be interpreted in accordance with Oregon law. All provisions of this Agreement have been negotiated at arm's length. This Agreement shall not be construed for or against any party by reason of the authorship or alleged authorship of any provision. Page 4 - Agreement for Professional Services ....". .,..-...-.,--..- I ATTACHMENT "/4:' Page 5 of5 10. SEVERABILITY/SURVIVAL If any of the provisions contained in this Agreement are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired. Any provisions concerning the limitation of liability or indemnity shall survive the termination of this Agreement for any cause. CITY OF WOODBURN PACIFIC NETCOM, INC. BY: BY: Nancy A Kirksey, Mayor Harry Green, President Date: Date: ATTEST: Mary Tennant, City Recorder Page 5 - Agreement for Professional Services -- ....--y--"..------ I .~ City of Woodburn Proposal for Telecommunication Services Pacific Netcom, Inc. 4850 SW Scholls Ferry Road Portland, Oregon 97225 (503) 292-0050 Fax (503) 297-7018 April10, 1997 - EXHIBIT "A" Page 1 of9 Introduction Pacific Netcom is pleased to submit the following proposal to City of Woodburn for consulting services. Pacific Netcom is an independent telecommunications consulting and services finn established in Portland, Oregon in 1983. During the past fourteen years we have experienced steady growth and have a large number of satisfied clients. We provide our clients with both project support, such as the analysis and selection of PBX equipment and network design as well as outsourcing services for technical and administrative tasks. Pacific Netcom has expertise in a broad range of telecommunication technologies which we propose to make available to City of Woodburn. As members of the Society of Telecommunication Consultants we represent no equipment manufacturers or service providers. This independence makes it possible to represent our clients' interests exclusively. We have assisted more than 150 firms in acquiring new voice systems and networks and an equal number in augmenting the networks they have. We have assisted numerous organizations in acquiring new PBXs. Among these are The State of Oregon, Department of Business and Consumer Services, Port of Portland, TriMet, Yamhill, Tillamook, Hood River and Josephine Counties, Portland, Springfield, Jefferson, Battleground, and Albany School Districts, Cities of Camas, McMinnville, Redmond, Gresham, West Linn, Clackamas, and Pendleton; and Chemeketa, Southwest Oregon, Blue Mountain, Linn-Benton, and Central Oregon Community Colleges, Yamhill ESD, Tualatin Valley Fire and Rescue, and Willamette University. Our extensive experience with government agencies and other publicly funded entities contributes to the working knowledge our staff has of the special problems and requirements associated with public procurement policies. We are familiar with the principal PBX products on the market, and are informed as to the direction the market is taking. We have attended consultant briefings at the factories of North em Telecom, AT&T, and Rolm, which together comprise 80 percent of the PBX market. The fact that all three of the major manufacturers invited us to their briefings indicates that they recognize our objectivity and independence. No other consulting companies from the northwest were represented at these briefmgs, at which about 20 to 30 consultants were present. In addition, we maintain a staff with diverse areas of specialization, including emerging technologies such as integrated voice response systems and computer-telephony integration skills. Our staff of analysts also includes specialists in network services. Pacific Netcom, Inc. Page 1 . Current Situation EXHIBIT "A" Page 2 of9 We understand that the City of Woodburn requires assistance with obtaining and installing a new phone system. It is the CitY's objective that the new system be consistent, compatible, and complimentary among all current and planned City sites. The City has limited resources to accomplish the task and is seeking a qualified telecommunications consulting firm to with the expertise and resources to complete this project. Proiect work Plan The following is a description of the general tasks associated with your project. We would expect to meet with your staff at the outset and develop a more complete work plan, including milestone dates and a specific project schedule, in which we will identify specific resources necessary to meet your project objectives in a timely manner. A. Phase 1: Assessment and Design The first step in the assessment process will be to review all existing documentation to develop an understanding of the physical environment at the City. This analysis will be used in conjunction with our established evaluation methodology to create a work plan and detailed schedule for this phase ofthe project. We will analyze the city's LAN plans to ensure that any common needs are considered in the study. The project liaison contact will be a primary point of contact for our designated project manager. This person will playa pivotal role in selecting the information sources needed for the initial study and in providing input concerning the specific concerns and policy directions of City of Woodburn. The rapidly changing telecommunications environment cited above dictates that the project be driven by a very careful and thorough needs analysis at the front end. This will help ensure that your system selection, rather than simply resulting in an expense to the City will instead focus on the selection of a tool or tools which will allow City employees to maximize the services provided for their constituencies. We will interview departments and users as specified by your project liaison person. The focus of these interviews will be to identify the specific communications and operational needs of key service providers and identify any known trouble areas. The success of the project will depend largely upon the thoroughness with which this needs analysis is conducted. Our recommendation will include an analysis of optimum facilities provisioning; however, should the City elect to issue an RFP to explore alternate carrier or media offerings, this should be approached as a separate task. Hours will vary widely based upon the scope of available options. Our professional staff will be happy to assist you with this task, but these hours cannot be estimated or bid at this time. Pacific Netcom, Inc. Page 2 .......--.~-'~ I ~ '-. F II. . "al' '11 d If" . I d' EXHIBIT "A" o oWlllg our ImtI reVIew, we WI eve op a summary 0 major Issues, lllC u lllg anYpage 3 of9 recommendations concerning basic system design, systems and services which should be explored in developing a system specification for City of Woodburn. Following your review of this summary, and after reaching agreement about the findings, the information from this needs analysis will be used to develop a system specification. The products from this phase of the study will be a requirements document including estimates of costs for proposed hardware, software and services through phase 2 of the project. The estimated hours for the tasks described as Phase 1 will not exceed 51 hours. B. Phase 2: Procurement Using the information gathered in Phase I, we will develop an RFP tailored to the specific needs of City of Woodburn. We have written more than 100 RFPs for a wide variety of telecommunications equipment and services, both voice and data. At this point we can also examine the alternative of buying from the state contract. If this is an acceptable option we will save the time associated with the development and evaluation ofanRFP. Assuming we proceed with the RFP process, we will assist in answering questions that arise about the RFP, including conducting the bidders' meeting, if appropriate. We will also assist with evaluating the responses, helping to make the final vendor selection, and approving the vendor's purchase agreement. We will participate with the City in meetings and negotiations with the vendors during this process. We will update the schedules for Phase 2 of the process and develop an initial implementation schedule for Phase 3 of the project. All tasks in the City of Woodburn's RFP Section IX.B are components of our standard procurement support processes, with the following notes: 1. Subsection (a): The hours proposed are based upon receipt and evaluation of five vendor proposals. The City may, at its option, elect to have Pacific Netcom review additional proposals beyond the estimated five. In this event, each additional proposal would require approximately two hours of consultant time. 2. Subsection (e): Careful attention to evaluation methodology and clearly written specifications reduce the probability of protested awards. In general, no more than one meeting should be required to resolve a protested award. This function is included in the estimated hours. In the event of a protracted protest, additional hours may be required which exceed the scope of this bid. In any case, no additional hours will be billed without the express written approval of the City of Woodburn. Estimated hours for Phase 2 will not exceed 30 hours. Pacific Netcom, Inc. Page 3 ..._""".,__,c.,....,-"'__ , ---- EXHIBIT "N' Page 4 of9 C. Phase 3: Implementation The following is an outline of activities which we conduct as we provide project management for the installation of the new equipment and software. We will assume complete responsibility for implementation of the new systems. This section lists the implementation activities and the approximate amount of time involved. Some of these can be accomplished over the telephone without site visits. Identify vendor representatives and hold kickoff meeting 4 hours Chair 5 bi-weekly cutover meetings. Assume that three 12 hours meetings will be on site and two teleconference. Coordination discussions by telephone 4 hours Telco orders, place and follow up 10 hours On site, coordinate cutover 8 hours Post-cutover walkthrough 4 hours Acceptance walkthrough 5 hours Post installation support can be provided on an hourly basis or at a flat rate. For Section IX.C.e, we suggest an agreement based on an estimate of2 hours monthly for the first six months following acceptance of the new system(s). For this flat rate, Pacific Netcom agrees to perform the tasks in the referenced item without regard to the time actually required to perform these tasks. The City of Woodburn may, as desired, cancel this arrangement at any time during this six months. At the end of the post installation period, the City of Woodburn will have the option to elect a longer term support contract for the management of their telecommunications requirements. Wiring issues may arise as a line item for the list above. If so, we can assist you with wiring evaluation and design. Exclusive of wiring and Section IX.C.e, hours for Phase 3 are estimated not to exceed 47 hours. Pacific Netcom, Inc. Page 4 ~^,'_____''''_''''''~'_'''"'__'d~ . Proposed Project Schedule Selected as consultant Initial analysis and summary of alternatives Issue RFP Responses from vendors Product/vendor selection Place order Equipment installation System Acceptance .,.""........ EXHIBIT "N' Page 5 of9 April 28, 1997 May 1-23 June 2 June 23 July 8 July 10 August 29 October I These are suggested dates which represent normal lead times between the events. These dates can be revised to meet your needs. Project management: The project manager for this the city of Woodburn will be Harry Green. He will be assisted by Marianne Klekcaz and Janet Yarbrough. James Harry Green Harry Green founded Pacific Netcom in June 1983 and serves as its president. He has 41 years of experience in telecommunications including two years in the U.S. Air Force as a communications officer, 28 years in the Bell System, and 12 years at Pacific Netcom. As director of engineering standards at Pacific Northwest Bell he was responsible for special services design standards, telecommunications equipment selection and procurement, and engineering methods and training. In this position he was responsible for preparing equipment RFPs, evaluating technical and economic performance of telecommunications products, and negotiating contracts with vendors. Harry has BS and MBA degrees, and has attended numerous Bell System schools and private seminars on telecommunications. He taught project management, technological managerial effectiveness, and data communications and networks in City University of Seattle's MBA program. In Marylhurst College's telecommunications curriculum, he taught advanced data communications, and telecommunications system management and design. He is author of numerous magazine articles on telecommunications, and frequently reviews software for CompuServe magazine. He has also written six books. Pacific Netcom, Inc. ....- . .,"."._--_.._~_.. ... Page 5 ~ -- EXHIBIT "N' Janet G. Yarbrough Page 6 of9 Janet Yarbrough has been a consultant with Pacific Netcom for nine years with major project responsibilities. Her principal focus is the preparation ofRFPs, evaluating vendor responses, and the comparison of long distance services. She was previously the principal of Compare-a-Call, specializing in the analysis of long distance alternatives. She also had four years' prior experience as a representative for SaveNet and PacTel Infonnation Systems. She wrote a major article about the competition among long distance carriers for The Business Journal, and has taught classes in traffic engineering at Portland Community College. She taught a seminar on voice processing technology at Marylhurst College. Janet received her BA from the University of Missouri at Columbia, and an MA from California State Polytechnic University. She completed her MBA at the University of Oregon in July, 1995. Marianne Klekcaz Marianne has over 25 years of experience in voice and data communications, information systems and computers. Her background includes project management, business development, sales, technical product support and reseller management. The majority of her technical experience has been with AT&T. As a system consultant and area data specialist, Marianne has designed and managed the delivery of solutions based on a wide spectrum of voice, computer and networking products and services provided by multiple vendors. She also designed training programs in computing, local and wide area networking and advanced voice application services. In recent years, Marianne has been instrumental in the delivery of voice and data solutions to a number of school districts in Oregon and Washington. She has also worked as consultant and project manager in projects involving state agencies and hospitals, as well as the general business community. Marianne's background includes experience with call centers, integrated voice response applications, and wide area network products including multiplexers and routers. She is certified in the AT&T Definity and Intuity products. She is a certified Premises Distribution System designer. Marianne attended The College ofIdaho (now Simplot College) and has completed numerous Bell System! AT&T training programs in multiple disciplines. Pacific Netcom, Inc. Page 6 ^ ......-.~..~-_..." . - Ouality Assurance EXHIBIT "A" Page 7 of9 An important element in Pacific Netcom's approach to customer satisfaction is a commitment to a quality assurance process. The services we provide are reviewed continuously. We ensure that each customer has met and has open access to a person in the firm who is responsible for determining that the work being done is meeting or exceeding customers expectations. Where project work is involved we not only keep track of the work in progress we follow up on a periodic basis to check up on the performance of the systems we have designed or implemented. By using this method of monitoring our work we ensure that your organization has the opportunity to provide feed back to us on work in progress without jeopardizing a relationship with the people working on the project. We are committed not only to the highest level of professional technical standards but to ensuring that the process provides the results that you expect. This focus on quality and meeting your expectations has allowed us to develop lasting relationships with a wide range of business and government agencies in the northwest. References: . Tillamook County: Mr. David Hanlon, Project Manager (503) 842-6003 . City of Gresham: Ann Manson, Telecommunications Manager, now with Electric Lightwave (503) 972-8397 . City of Redmond. Betty Borgen, Asst. to City Manager, 541-548-2148 . Willamette University: Ms. Keiko Pitter, MIS Manager (503) 375-5427 . Wholesome and Hearty Foods, Inc: Ms. Liz Alexander, I/S Manager (503) 205-1520 . State of Oregon, Department of Consumer and Business Services: Mr. Bill Carpenter, Manager of Strategic Planning (503) 373-7764 . City of Pendleton: Mr. Pete Wells, (541) 276-1811 Pacific Netcom, Inc. Page 7 .....-. ,...-.. " I ~ -- Fees: EXHIBIT "A" Page 8 of9 We bill our time at $95 per hour. This includes overheads for clerical time and travel expense. We bill travel time one-way (effectively half-price). The time required for the completion of the project you have outlined is as follows: Phase 1: Assessment and Design 51 hours Phase 2: Procurement 30 hours Phase 3 Implementation 47 hours We will bill only for time spent. If the work actually requires fewer hours than shown above, we will not bill the total amount. Our "Times lips" billing program will show you what was accomplished for each hour billed. If you request our attendance at meetings in addition to those shown above, those hours will be added. Pacific Netcom, Inc. Page 8 ..._n....."_.M._.__._'_.. I -- EXHIBIT "N' Page 9 of9 CODE OF ETHICS Harry Green is a member of the Society of Telecommunications Consultants (STC), an international organization of voice and data communication professionals who serve clients in business, industry, service organizations, and government. STC members adhere to strict professional standards and a rigorous code of ethics. The STC code of ethics, to which Pacific Netcom subscribes, is: A. Members shall maintain the highest standards of honesty and fair dealing toward their clients, past and present, other members, and the general public. B. Members shall treat all information relating to the affairs of clients, obtained in the course of a consulting assignment, as confidential. C. Members shall not knowingly place themselves in a position in which their interests are, or may be, in conflict with those of any client. D. Members are required to terminate any business or organization relationship which would require them to act in a manner inconsistent with the principles laid down in this Code. E. Members shall inform their clients of any business connections, affiliations, or interests of which the client would have a reasonable expectation to be made aware. F. In performing services for a client, no member shall accept any fee, commission or other valuable consideration in connection with those services from anyone other than the client. G. Prior to the commencement of services, members shall make clients fully aware of the fee structure and all associated costs. H. Prior to the commencement of services, members shall take all reasonable steps to ensure that the client has a clear understanding of the scope and objectives of the work to be performed. I. No member or vendor advisory council member shall intentionally injure the professional reputation of another member, but members shall be required to inform the Society's Professional Conduct Committee of any violation or apparent violation of this Code or of the Society's bylaws by any member. J. No member or vendor advisory council member shall attempt to influence the professional judgment of any telecommunications consultant through the payment or offering of any fee, commission or valuable consideration. Pacific Netcom, Inc. Page 9 ....-..,.,..,.~..~""""".>""'~-..,.- . ~