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ORIGI AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND POMAX, INC. FOR 9-1-1 COMMUNICATIONS CENTER FEASIBILITY STUDY THIS AGREEMENT made and entered into this day of A4ti">f- , 2001 by and between City of Moscow, Idaho, a municipal corporation of the Stafe of Idaho (hereinafter referred to as "THE OWNER"), and POMAX, Inc. of London, Ontario, a federally incorporated Canadian company, licensed to do business in the State of Idaho, (hereinafter referred to as "THE CONSULTANT"). WITNESSETH: WHEREAS, THE OWNER intends to install and utilize a 911 Communications Center for Moscow Police Department which serves the City of Moscow, Idaho, with the intent of updating outdated equipment, improving efficiency and sustaining or improving effectiveness; and WHEREAS, THE CONSULTANT agrees to do a needs assessment to determine the feasibility for the development of a new 911 Communications Center in support of such Center, (hereinafter referred to as "THE PROJECT"). NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION 1 - SCOPE OF WORK A. THE CONSULTANT shall furnish the following consulting services for THE PROJECT as outlined in Attachment of this Agreement which is adopted and incorporated herein and as described generally below: 1. Establish the Baseline. a. Prepare and distribute survey questionnaire b. On-site visit c. Prepare Initial Findings/Baseline Document 2. Develop Courses of Action 3. Develop an Implementation Plan B. THE CONSULTANT will make every attempt to complete the work within the estimated budget. However, should changes in the scope require THE CONSULTANT to expend more time or incur more expenses than anticipated, THE CONSULT ANT will notify THE OWNER, and upon concurrence by THE OWNER, an amendment to this Agreement will be prepared and executed. C. If, after defining a schedule and starting THE PROJECT, THE CONSULTANT is delayed in the performance of its services by factors that are beyond THE CONSULTANT'S control, THE CONSULT ANT shall notify THE OWNER of the delay and shall prepare a revised estimate of time and cost needed to complete the work and shall submit the revised estimate to THE OWNER. PROFESSIONAL SERVICES CONTRACT 911 Communications Center Feasibility Study Page 1 of 6 2001-33 ---PAGE BREAK--- ORIGINAL SECTION 2 Fees and Conditions for Consulting Services 1. Maximum Costs for Basic Consulting Services Under Section 1 of this Agreement: The total cost to THE OWNER for Consulting Services as described in Section 1 shall be an amount not to exceed Thirty Eight Thousand Seven Hundred Ninety Five Dollars ($38,795). In no case shall the amount paid to THE CONSULTANT for work described in Section 1 be more than Thirty Eight Thousand Seven Hundred Ninety Five Dollars ($38,795). 2. THE CONSULTANT shall be paid by THE OWNER for completed work and services rendered under this Agreement and as shown in Attachment Attachment to this Agreement is incorporated by reference the same as if fully copied and transcribed herein. Payment shall be full compensation for the Task performed, including all labor, materials, supplies, equipment and incidentals necessary to complete the Task. The total billing under any given Task order shall not exceed the stated maximum costs for basic consulting services. 3. Rate of Consulting Services. Rates to be charged to THE OWNER by THE CONSULTANT are those set out as follows: Staff Member Ham bides Miller Bandy Thompson Hourly Rate $110.00 $110.00 $ 90.00 $ 90.00 Estimated Total Hours 123.0 99.5 34.0 34.0 4. Disputed Billing. In the event of a disputed or contested billing, only the contested portions will be withheld from payment, and the undisputed portion will be paid. No interest will accrue on any contested portion of the billing until resolved. SECTION 3 Delivery of Services (Timeline) The following services should be delivered within the timeline designated herein. Services Begin Contract Work Preliminary Baseline Report Due Final Report due PROFESSIONAL SERVICES CONTRACT 911 Communications Center Feasibility Study Prior to September 15, 2001 September 15, 2001 October 1, 2001 Page 2 of 6 ---PAGE BREAK--- ORIGINAL SECTION 4 A. Independent Contractor THE OWNER and THE CONSULTANT hereto warrant by their signature that no employer/employee relationship is established between THE OWNER and THE CONSULTANT by the terms of this Agreement. It is understood by the parties hereto that THE CONSULTANT is an independent contractor and as such, neither it nor its employees, if any, are employees of THE OWNER for purposes of tax, retirement system, or social security (FICA) withholding. B. Termination of Agreement This Agreement may be terminated by THE CONSULTANT upon thirty (30) days prior written notice, should THE OWNER fail to substantially perform in accordance with its terms through no fault of THE CONSULTANT. THE OWNER may terminate this Agreement with thirty (30) days notice without cause and without further liability to THE CONSULTANT except as designated by this section. In the event of termination, THE CONSULTANT shall be paid for services performed to termination date, including direct expense and including a percentage of the Fixed Fee based upon the work completed. All materials related to and accompanying City owned hardware and software shall become the property of, and shall be surrendered to, THE OWNER at or before such termination. C. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. D. Data of Record THE OWNER shall make available to THE CONSULTANT all technical data of record in THE OWNER'S possession required by THE CONSULTANT relating to this PROJECT. E. Termination of THE PROJECT If any portion of THE PROJECT covered by this Agreement shall be suspended, abated, abandoned or terminated, THE OWNER shall pay THE CONSULTANT for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where this Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. F. THE CONSULTANT'S Qualifications and License. THE CONSULTANT confirms that it registered Articles of Incorporation with the Secretary of State for the State of Idaho. THE CONSULT ANT agrees to comply with all applicable statutes pertaining to carrying out this Agreement. THE CONSULTANT warrants that it possesses all necessary professional licenses and qualifications to render services contemplated in this Agreement. PROFESSIONAL SERVICES CONTRACT 911 Communications Center Feasibility Study Page 3 of 6 ---PAGE BREAK--- G. Standard of Care. The standard of care applicable to THE CONSULTANT'S services will be the degree of skill and diligence normally employed by professional consultants or consultants performing the same or similar services at the time THE CONSULTANT'S services are performed. THE CONSULTANT will re-perform any services not meeting this standard without additional compensation. H. THE CONSULTANT'S Errors and Omissions Insurance In performance of professional services, THE CONSULTANT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the consulting profession; and no other warranty, either expressed or implied, is made in connection with rendering THE CONSULTANT'S services. Should THE CONSULTANT or any of THE CONSULTANT'S agents or employees be found to have been negligent in the performance of professional services from which THE OWNER sustains damage, THE CONSULTANT has obtained Errors and Omissions Insurance in the amount of One Million Dollars ,000,000), and said insurance shall be held active for a two year (minimum) period from the date of completion of THE PROJECT. THE OWNER shall receive notice of any pending termination of said insurance within five days of first notice to THE CONSULTANT. I. THE CONSULTANT'S Additional Insurance THE CONSULTANT shall maintain automobile insurance and statutory workmen's compensation insurance coverage, employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate, and THE CONSULTANT shall cause THE OWNER to be named as an additional insured under said policy. J. Indemnification THE CONSULTANT agrees, to the fullest extent permitted by law, to indemnify and hold harmless THE OWNER against damages, liability and costs arising from the negligent acts of THE CONSULTANT in the performance of professional services under this Agreement, to the extent that THE CONSULTANT is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between THE CONSULTANT and THE OWNER. THE CONSULTANT shall not be obligated to indemnify THE OWNER for THE OWNER'S sole negligence. K. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. L. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be PROFESSIONAL SERVICES CONTRACT 911 Communications Center Feasibility Study Page 4 of 6 ---PAGE BREAK--- ORIGINAL the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. M. No Third Party Beneficiaries This Agreement gives no rights or benefits to anyone other than THE OWNER and THE CONSULTANT and has no third party beneficiaries. THE CONSULTANT services are defined solely by this Agreement and the specific Task Order associated therewith, and not by any other contract or agreement that may be associated with THE PROJECT. N. Assignments This is a bilateral personal services agreement. Neither party shall have the power to or will assign any of the duties or rights or any claim arising out of or related to this Agreement, whether arising in tort, contract or otherwise, without the written consent of the other party. Any unauthorized assignment is void and unenforceable. These conditions and the entire Agreement are binding on the heirs, successors and assigns of the parties hereto. 0. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning THE PROJECT, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. THE CONSULT ANT may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of THE OWNER. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. P. OWNER'S Representatives THE OWNER shall designate a representative authorized to act in behalf of THE OWNER. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. 0. Conflict of Interest THE CONSULTANT covenants that it presently has no interest and will not acquire any interest, direct or indirect, in THE PROJECT which would conflict in any manner or degree with the performance of services hereunder. THE CONSULTANT further covenants that, in performing this Agreement, it will employ no person who has any such interest. R. Non-Discrimination THE CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. S. THE CONSULT ANT agrees to comply with all applicable federal, state, county or municipal standards for licensing, certification and operation of facilities and programs and PROFESSIONAL SERVICES CONTRACT 911 Communications Center Feasibility Study Page 5 of 6 ---PAGE BREAK--- ORIGINAL accreditation and licensing of individuals for the consulting work to be accomplished under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. THE CONSULT ANT: POMAX, INC. DATED this ;5 day of /-t<-o\JitvCG: &fA'tEOF COUNTY OF DL-E ' 2001. Acknowledgement ) ) ss. ) On this 7 .rtA day of .JLU; s i- , 2001. before me, a Notary Public in and lor said State, appeared Jon Hambides, known to Me to be the person named above and acknowledged that he executed the foregoing as the duly authorized representative of Porn Agreement\ProfessionaiServices-911CommunicationsCenter\pm PROFESSIONAL SERVICES CONTRACT 911 Communications Center Feasibility Study M;,J Q!iJJY ublic tor trrestatec& Residing at C) • .A Lb ;{1/L My commission expires D "cs tv cr Page 6 of 6 ---PAGE BREAK--- Proposal to the Moscow, " Police Department A Feasibility Study to Establish a 9-1-1 Communications Center 3. Technical Proposal -Our Proposed Service Approach 3 A detailed listing of tasks that we will undertake to achieve the project objectives is provided below. Task 1, Establish the Baseline In order to establish the baseline infrastructure, Pomax Inc. will conduct the following steps within the time frame established in the RFP. L Prepare and distribute survey questionnaire Prior to the initial site visit, Pomax will prepare a survey that will be delivered to key stakeholders to elicit the following information: • Catchment area Population • Call volume for Emergency (9-1-1) and Non-emergency • Number of Dispatched calls • Calls transferred to/from other centers • Percentage breakdown of wireless calls • Telephony Network Configuration including number of 9-1-1 trunks, remote site lines, secondary and backup configuration • Geographic area covered • Operational and Capital Budget • Current staffing levels During the site visit we will work with the client to complete the information requested in the survey. 2, On-site visit All Pomax Consultants will attend the initial on-site visit including the Project Manager, Radio Engineer, 9-1-1 Technical Expert and CAD consultant. The initial site visit is expected to take 3 days and will consist of the following processes: • Conduct kick-offpresentation: Pomax will present the requirements of the survey and will review the proposal and work plan. During this process we will establish the project status reporting structure • Conduct interviews: Pomax Consultants will interview stakeholders, management personnel, and the project committee members to determine the and weaknesses of the current systems. • Observe dispatch operations and participate in "rideyalongs" with field personnel to obtain their perspective on system requirements, radio coverage) loading, and reliability of systems. Pomaxlnc. ---PAGE BREAK--- Proposal to the Moscow, ld3 . Police Department A Feasibility Study to Establish a 9-1-1 Communications Center AL Pomax will focus on determining and obtaining information on the following: • Wireline 9-1-1 system operation (Network, 9-1-1 Database, ANI/ALI • Controller, MSAG (Master Street Address Guide updating)) • Wireless 9-1-l system operation • CAD system -current operation and future requirements • Logging Recorders • Interfaces (NCIC, RMS) • Make and model of base and portable radios a Location and configuration of base stations • Detennine total number of radio units, peak number of active units, and area of operation • Identify special building or terrain structures requiring special consideration for coverage • Review use of mobile data • Identify inter-agency communications requirements • Current maintenance processes and costs for all systems • Staffing Levels • Budgeting • Governance review Pomax will obtain all relevant project material prepared to date including: • Manufacturer documentation • Organization charts • Cost estimates • Previous consulting studies • Current upgrade plans • Presentations to council 3. Prepare Initial Findings/Baseline Document 4 Based on the information collected in the processes outlined above Pomax will prepare the baseline document within 22 days of the start of the contract as required. Task 2. Develop Courses of Action In order to obtain accurate system costs and technical compliance with the requirements, Pomax will develop a Request For Information (RFI) to be completed by recommended vendors. In evaluating the RFI from selected vendors Pomax will note major discrepancies from the recommended course of action and the pros and cons of each option. Pomaxlnc. ---PAGE BREAK--- Proposal to the Moscow, ld4 Police Department A Feasibility Study to Establish a 9-1-1 Communications Center AL 5 With the RFI data and the information collected during the establishment of the baseline, Pomax will prepare a costing analysis that includes capital, annual operating aud maintenance fees. Recommendations will include a course of action on: • ANI/ALI Data Management System integration (Verizon) • Computer Aided Dispatch (CAD) • Enhanced Multi-frequency trunking • Back-up • UPS - Uninterrupted Power Supply • Entrance cable diversification • 9-1-1 ANI/ ALI controller • Logging recorders • Radio/9-1-1 headset interfaces • TTY for the hearing impaired • Wireless Phase I and 2 • Enhancing or replacing radio systems • Maintenance • Staffing requirements A Word About Governance Governance is the organizational element responsible for setting policy, determining the organization's strategic direction, allocating resources and establishing the level of service the organization will provide to its users. An additional responsibility of the governing body is to monitor and control management. In a municipal setting, for example, governance is provided through an elected political body accountable to its constituents. Within this task, we will concentrate on the methods by which the Public Service Answering Point is overseen, suggest governance methods which may best serve the needs of stakeholders, and identify political and subjective considerations which may affect governance and recommended courses of action. Evaluation criteria may include: • coordination of service delivery; • functional autonomy; • scope of expertise; • financial impact; • accountability to the public; and • accountability to other agencies within the municipalities. Pomaxlnc. ---PAGE BREAK--- Proposal to the Moscow, ld5 / Police Department A Feasibility Study to Establish a 9-1-1 Communications Center NAL 6 A Word About Staffing Levels POMAX Inc. utilizes an objective measurement methodology to establish staffing levels. This method, devised by one of POMAX's principals and developed and applied over the past fifteen years, measures the many activities of communications personnel and determines workload. The workload formula is then applied to the call volume and type of call received by the communications center, in this case, Moscow. The result is an objective determination of staffing requirements which can be measured in units as small as one hour. For example, using this method we would be able to advise the Moscow Police Department as to the level of staffing required on Saturday evenings between 1800 and 1900 hours. Even though POMAX is able to provide staffing level requirements based on workload - or anticipated workload - we always ensure the objective information is tempered with subjective information which is often unique to each client. Task 3. Develop an Implementation Plan POMAX Inc. has had significant experience in developing implementation and project plans. Project planning seminars have been conducted for Bell Canada and Astra-Zeneca Pharmaceuticals as well as the Province of New Brunswick and several county governments. If required, POMAX will devise an implementation plan which will include a detailed work breakdown structure, milestones, and costs so that the Moscow Police Department will have a "roadmap" available to complete this project. POMAX will use MS Project or similar software to complete this phase. Up to three key police department and city officials will be required to participate for a period of approximately three days to complete this task. The actual number of individuals required will be determined upon consultation with the Moscow Police Department. Pomaxlnc. ---PAGE BREAK--- ATTACHMENT STAFF TIME IN HOURS Task Activity Ham bides Miller Bandy Thompson Fees Disb. Total 1 "Establish the Baseline" Prepare and distribute survey 2.0 6.0 3.0 3.0 $1,420 $1,420 Questionnaire Pre are kick off resentation 4.0 4.0 2.0 2.0 1,240 1,240 Conduct kick-off presentation 2.0 2.0 2.0 2.0 800 $3,600 4,400 Conduct stakeholder 8.0 6.0 4.0 4.0 2,260 2,260 interviews Observe di¡atch Qperations 8.0 8.0 2.0 2.0 2,120 2,120 Analyze staff work processes 8.5 8.5 1,870 1,870 and call demand Obtain related technical and 4.0 8.0 8.0 8.0 2,760 2,760 operational information Assess technical status 6.0 4.0 4.0 1,380 1,380 Assess governance issues 4.0 440 440 Assess operating costs and 6.0 4.0 2.0 2.0 1,460 1,460 revenue base Prepare initial findings and 8.0 8.0 3.0 3.0 2,300 2,300 baseline report Brief citv and local officials 4.0 4.0 880 1,800 2,680 "Develop a Course of 2 Action" Develop recommended vendor 1.0 5.0 1.0 1.0 840 840 RFI Assess overnance options 5.0 1.0 660 660 Assess staffing level 6.5 1.0 1.0 1.0 1,005 1,005 requirements Assess capital and operating 6.0 6.0 1,320 1,320 costs Identify and assess political 1.5 1.5 330 330 considerations Identify and assess subjective 1.5 1.5 330 330 considerations Assess "Course of ActionM 3.0 3.0 2.0 2.0 1,020 1,020 options Prepare "Course of Action" 6.0 6.0 1,320 1,320 report Present report to city and local 4.0 4.0 880 1,800 2,680 officials "Develop Implementation 3 Plan" Conduct Work Breakdown 24.0 2,640 1,000 3,640 meetings Establish implementation ian 6.0 6.0 1,320 1,320 Total Hours 123.0 99.5 34.0 34.0 $30,595 $8,200 $38,795 Hourly Rate $ 110 $ 110 $ 90 $ 90 Total Cost $13,530 $10,945 $3,060 $3,060 Total Fees: $38,795.00 PROFESSIONAL SERVICES CONTRACT EXHIBIT e