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R-94-09-08-10E - 9/8/1994TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an agreement with RAM Communication to provide consulting services regarding the proposed 800 Mhz radio system, said agreement being attached hereto and incorporated herein for all purposes. WHEREAS, the City of Round Rock desires consulting services regarding the proposed 800 Mhz radio system, and WHEREAS, RAM Communication has submitted an agreement to provide said consulting services, and WHEREAS, the City Council wishes to enter into said agreement, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, ATTEST: RESOLVED this 8th day of September 1994. 1 / CHARLES CULPEP'ER f`ayor RS /RESOLUTION RS40908E RESOLUTION NO. if_ 9q-09-67Y- OE' LAND, City Secretary City of Round Roc , Texas THIS AGREEMENT is made as of Vri) O , 1994, by and between the City of Round Rock, Texas ereina ter referred to as "the City ") and RAM Communications Consultants, Inc., a Delaware corporation with offices at 10 Woodbridge Center Drive, Woodbridge, NJ 07095 (hereinafter referred to as "RAM "). GJ.CSC ARTICLE I - Scope of Work ARTICLE II - Compensation CONSULTANT SERVICES CONTRACT W I T N E S S E T A: In consideration of the mutual promises herein contained, the parties hereto, intending to be legally bound, agree as follows: RAM shall perform all services set forth as Phase II -A in that certain proposal entitled "A Consulting Services Proposal Prepared for the City of Round Rock and Williamson County ", dated July 6, 1994, annexed hereto as Appendix "A" and incorporated herein by this reference (the "Proposal "). As compensation for the services performed under this Agreement, the City shall pay RAM the sum stated in the Proposal. The amount for professional fees in "Phase IIA" shall not exceed $22,780 exclusive of travel and expenses, unless modified in accordance with ARTICLE IV of this Agreement. RAM will submit to the City monthly invoices for the work in progress. The City shall pay RAM the amount on the invoice within thirty (30) days of the City receipt of the invoice. ARTICLE III - Submission of Reports During the term of this Agreement, RAM shall provide to Bob Bennett, Round Rock City Manager or his designee such oral or written reports as the latter may reasonably require, and as are specified in the Proposal. ARTICLE IV - Period of Performance - Contract Amount The performance of RAM's services hereunder shall commence on September 1994, and subject to the provisions of ARTICLE VII hereof, shall terminate upon delivery by RAM of materials and reports specified in the Proposal, and payment to RAM by the City the total sum specified in Phase IIA of the Proposal. These periods of performance and the compensation payable to RAM under ARTICLE II hereof may not be amended, modified or supplemented, except by written agreement of the duly authorized officers of the parties. ARTICLE V - Independent Contractor RAM's relationship with the City shall at all times be that of an independent contractor. The method and manner in which RAM's services hereunder shall be performed shall be determined by RAM, in its sole discretion, and the City will not exercise control over RAM or its employees except insofar as may be reasonably necessary to ensure performance and compliance with this Agreement. The employees, methods, equipment and facilities used by RAM shall at all times be under its exclusive direction and control. Nothing in this Agreement shall be construed to designate RAM, or any of its employees, as employees or agents of the City. ARTICLE VI - Notice Any notice, request or other communication to either party by the other concerning the terms and conditions of this Agreement, including, without limitation, the provisions of ARTICLE II and ARTICLE IV, shall be in writing and shall be deemed given only (i) when actually received by the addressee or (ii) sent postage prepaid, by certified or registered United States mail, return receipt requested, addressed as follows: If to RAM: RAM Communications Consultants, Inc. 10 Woodbridge Center Drive, Suite 900 Woodbridge, NJ 07095 Attn: James F. DiMauro, Senior Vice President With a copy to: RAM /BSE Communications, L.P. 10 Woodbridge Center Drive, Suite 1030 Woodbridge, NJ 07095 Attn: David Berg, Vice President of Legal Affairs If to the City: Bob Bennett, City Manager City of Round Rock 221 E. Main St. Round Rock, Texas 78664 The person and the place to which notices are to be mailed to either party may be changed from time to time by notice given in accordance with the provisions of this ARTICLE VI. ARTICLE VII - Termination The City, acting by the City Manager, or his designee, may terminate this Agreement at any time with or without cause by giving 30 days notice to RAM, in which event the City's sole obligation shall be to compensate RAM for work actually performed and expenses incurred up to the date of termination. In no event will any payment pursuant to this ARTICLE VII exceed the compensation provided for in ARTICLE II. 2 ARTICLE VIII - Confidentiality RAM shall not publish, copyright, or otherwise disclose or permit to be disclosed or published, the results of any reports to the City concerning the work to be performed pursuant to this Agreement, or any particulars thereof, including forms or other materials developed exclusively for the City in connection with the performance by RAM of its services hereunder during the period of this Agreement, without prior written approval of the City. RAM, cognizant of the sensitive nature of much of the data supplied by the City, agrees to protect the confidentiality of any information designed by the City to be privileged or proprietary except to the extent that (i) such information enters the public domain, (ii) is obtained by RAM from independent third parties not subject to any confidentiality or similar agreement with the City, or (iii) disclosure of such information is required by law, rule or regulation or the valid order of a court or administrative agency. ARTICLE IX - Personal Notwithstanding the provisions of ARTICLE V hereof, RAM will assign those persons identified in Appendix "A ", and other RAM support staff, as necessary, to complete the project. In the event that the employment of any such employee specified in Appendix "A" should be terminated prior to the termination hereof, then in such event RAM shall, at its discretion assign such other persons, as necessary, to complete the project. ARTICLE X - Indemnity /Liability RAM will indemnify the City and hold it, and its officers, agents, representatives and employees harmless from any and all claims, damages, costs, including attorney's fees, and liabilities of any kind directly resulting from the performance of its obligations under this Agreement; except to the extent such claims, damages, costs and liabilities result from the negligence or willful misconduct of the City or its employees, representatives or agents. In no event shall RAM be liable for lost profits, consequential or indirect damages suffered by the City. The parties agree that in no event will RAM's liability exceed the amount of compensation paid to RAM by the City or RAM's insurance coverage, whichever is less. ARTICLE XI - Conflicts of Interest During the term of this Agreement, RAM will not without the consent of the City accept from other clients any assignments or tasks which substantially conflict with the objectives of this Agreement. RAM shall give written notice to the City with respect to any such assignments or tasks. Such notice shall set forth in reasonable detail the services RAM would undertake to perform in connection with such assignments or tasks. The City agrees to grant or deny its consent to 3 RAM's acceptance of the assignments or tasks described in the notice within 10 days after the notice is given; the City shall be deemed to have granted its consent if no action is taken by the City within said 10 -day period. ARTICLE XII - Insurance RAM shall take out and carry during the entire term of this Agreement, property damage insurance and general public liability insurance with adequate limits to protect both RAM and the City from liability. RAM shall insure the payment of compensation to its employees in accordance with the Worker's Compensation Laws of the State of Texas. RAM will maintain adequate General Liability and Auto Liability insurance. RAM will provide the City with a Certificate of Insurance evidencing the insurance coverage provided for herein, if required by the City. ARTICLE XIII - Taxes, Unemployment Insurance and Related Items RAM hereby accepts full and exclusive responsibility for the payment of any and all contributions or taxes, or both, for any unemployment insurance, medical and old age retirement benefits, pensions, and annuities now or hereinafter imposed under any law of the United States or any State, which are measured by the wages, salaries or other remuneration paid to persons employed by RAM on the work covered by this Agreement or in any way connected therewith; and RAM shall comply with all administrative regulations and rulings thereunder with respect to any of the aforesaid matters; and RAM shall reimburse the City for any of the aforesaid contributions or taxes, or both, or any part thereof, if by law the City may be required to pay the same or any part thereof. ARTICLE XIV - General A. Modifications - This Agreement or any part thereof may not be modified, except by written agreement of the parties signed by the duly authorized officers of the parties. B. No Waiver - No omission or delay by either party to this Agreement at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms of this Agreement, shall be a waiver of any such right or remedy to which either party is entitled, nor shall it in any way affect the right of either party to enforce such provisions thereafter. C. Applicable Law - This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The obligations and undertakings of the parties to this Agreement shall be performed in Williamson County and venue for any suit arising hereunder shall be in Williamson County. 4 D. Severability - If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other provisions hereof shall in no way be affected thereby. E. Successor and Assignees - The City shall not assign or transfer this Agreement or any of its rights hereunder without the prior written consent of RAM. RAM shall have the right, without the consent of the City, to assign this Agreement and its rights and obligations hereunder to RAM's parents, subsidiaries or affiliates or to any partnership in which RAM or any parent, subsidiary or affiliate of RAM is a general partner, or to a successor of RAM by consolidation or merger or to a purchaser of all, or substantially all, of RAM's assets. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officials as of the date first written above. ATTEST TO: F. Force Majeure - In the event that performance by either party of any of its obligations or undertakings under this Agreement shall be interrupted or delayed by any occurrence not occasioned by the conduct of either party hereto, whether such occurrence be an act of God such as lightning, earthquakes, floods or other like causes, the common enemy, the result of war, riot, strike, lockout, civil commotion, sovereign conduct, explosion, fire or the act or conduct of any person or persons not a party to or under the direction or control of a party hereto, then such performance shall be excused for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof. G. Entire Agreement - This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements and understandings relating to the services required under this Agreement. nne Land, ity Secretary 5 CITY OF ROUND OC , TEXAS Signed by ��1` g Y Charles Cu,er, Mayor Date: I99 ATTEST TO: RAM COMMUNICATIONS CONSULTANTS, INC. Signed by: Signed by: Date: Date: Title: Title: 6 DATE: September 6, 1994 SUBJECT: City Council Meeting, September 8, 1994 ITEM: 10. E. Consider a resolution authorizing the Mayor to enter into a contract with RAM Communication for consulting services regarding the proposed 800 MHZ radio system STAFF RESOURCE PERSON: Bob Bennett/David Kautz STAFF RECOMMENDATION: In order to procure the best 800 Mhz radio system for the City's needs which is also uniformly compatible in a county—wide or regional environment, the staff is recommending entering into an agreement with RAM Communications Consultants, Inc. RAM Communications is an independent, highly respected consulting firm with a proven record in assisting governmental agencies in design and procurement of radio communication systems. RAM Communications was also the only consulting firm recommended by each of the three major radio system providers. In the attached agreement RAM Communications would provide the following services: — Meet with all City departments to discuss needs for the new radio system — Review the City's existing Request for Proposal to determine if it is capable of meeting the needs of the City and its departments — Review the City's evaluation process and vendor proposals — Provide the City with a written review of the City's evaluation process and findings For the above services the fee would be $20,780. Funding is included in the current and proposed operating budgets. THIS AGREEMENT is made as of ,Qm.btry 2 , 1994, by and between the City of Round Rock, Texas ( hereinafter referred to as "the City ") and RAM Communications Consultants, Inc., a Delaware corporation with offices at 10 Woodbridge Center Drive, Woodbridge, NJ 07095 (hereinafter referred to as "RAM "). GJ.CSC ARTICLE I - Scope of Work ARTICLE II - Compensation CONSULTANT SERVICES CONTRACT W I T N E S S E T H: In consideration of the mutual promises herein contained, the parties hereto, intending to be legally bound, agree as follows: RAM shall perform all services set forth as Phase II -A in that certain proposal entitled "A Consulting Services Proposal Prepared for the City of Round Rock and Williamson County ", dated July 6, 1994, annexed hereto as Appendix "A" and incorporated herein by this reference (the "Proposal "). As compensation for the services performed under this Agreement, the City shall pay RAM the sum stated in the Proposal. The amount for professional fees in "Phase IIA" shall not exceed $22,780 exclusive of travel and expenses, unless modified in accordance with ARTICLE IV of this Agreement. RAM will submit to the City monthly invoices for the work in progress. The City shall pay RAM the amount on the invoice within thirty (30) days of the City receipt of the invoice. ARTICLE III - Submission of Reports During the term of this Agreement, RAM shall provide to Bob Bennett, Round Rock City Manager or his designee such oral or written reports as the latter may reasonably require, and as are specified in the Proposal. ARTICLE IV - Period of Performance - Contract Amount P -oq -o' - /OE The pe;,formance of RAM's services hereunder shall commence on September ?1 , 1994, and subject to the provisions of ARTICLE VII hereof, shall terminate upon delivery by RAM of materials and reports specified in the Proposal, and payment to RAM by the City the total sum specified in Phase IIA of the Proposal. These periods of performance and the compensation payable to RAM under ARTICLE II hereof may not be amended, modified or supplemented, except by written agreement of the duly authorized officers of the parties. ARTICLE V - Independent Contractor RAM's relationship with the City shall at all times be that of an independent contractor. The method and manner in which RAM's services hereunder shall be performed shall be determined by RAM, in its sole discretion, and the City will not exercise control over RAM or its employees except insofar as may be reasonably necessary to ensure performance and compliance with this Agreement. The employees, methods, equipment and facilities used by RAM shall at all times be under its exclusive direction and control. Nothing in this Agreement shall be construed to designate RAM, or any of its employees, as employees or agents of the City. ARTICLE VI - Notice Any notice, request or other communication to either party by the other concerning the terms and conditions of this Agreement, including, without limitation, the provisions of ARTICLE II and ARTICLE IV, shall be in writing and shall be deemed given only (i) when actually received by the addressee or (ii) sent postage prepaid, by certified or registered United States mail, return receipt requested, addressed as follows: If to RAM: RAM Communications Consultants, Inc. 10 Woodbridge Center Drive, Suite 900 Woodbridge, NJ 07095 Attn: James F. DiMauro, Senior Vice President With a copy to: RAM /BSE Communications, L.P. 10 Woodbridge Center Drive, Suite 1030 Woodbridge, NJ 07095 Attn: David Berg, Vice President of Legal Affairs If to the City: Bob Bennett, City Manager City of Round Rock 221 E. Main St. Round Rock, Texas 78664 The person and the place to which notices are to be mailed to either party may be changed from time to time by notice given in accordance with the provisions of this ARTICLE VI. ARTICLE VII - Termination The City, acting by the City Manager, or his designee, may terminate this Agreement at any time with or without cause by giving 30 days notice to RAM, in which event the City's sole obligation shall be to compensate RAM for work actually performed and expenses incurred up to the date of termination. In no event will any payment pursuant to this ARTICLE VII exceed the compensation provided for in ARTICLE II. 2 ARTICLE VIII - Confidentiality RAM shall not publish, copyright, or otherwise disclose or permit to be disclosed or published, the results of any reports to the City concerning the work to be performed pursuant to this Agreement, or any particulars thereof, including forms or other materials developed exclusively for the City in connection with the performance by RAM of its services hereunder during the period of this Agreement, without prior written approval of the City. RAM, cognizant of the sensitive nature of much of the data supplied by the City, agrees to protect the confidentiality of any information designed by the City to be privileged or proprietary except to the extent that (i) such information enters the public domain, (ii) is obtained by RAM from independent third parties not subject to any confidentiality or similar agreement with the City, or (iii) disclosure of such information is required by law, rule or regulation or the valid order of a court or administrative agency. ARTICLE IX - Personal Notwithstanding the provisions of ARTICLE V hereof, RAM will assign those persons identified in Appendix "A ", and other RAM support staff, as necessary, to complete the project. In the event that the employment of any such employee specified in Appendix "A" should be terminated prior to the termination hereof, then in such event RAM shall, at its discretion assign such other persons, as necessary, to complete the project. ARTICLE X - Indemnity /Liability RAM will indemnify the City and hold it, and its officers, agents, representatives and employees harmless from any and all claims, damages, costs, including attorney's fees, and liabilities of any kind directly resulting from the performance of its obligations under this Agreement; except to the extent such claims, damages, costs and liabilities result from the negligence or willful misconduct of the City or its employees, representatives or agents. In no event shall RAM be liable for lost profits, consequential or indirect damages suffered by the City. The parties agree that in no event will RAM's liability exceed the amount of compensation paid to RAM by the City or RAM's insurance coverage, whichever is less. ARTICLE XI - Conflicts of Interest During the term of this Agreement, RAM will not without the consent of the City accept from other clients any assignments or tasks which substantially conflict with the objectives of this Agreement. RAM shall give written notice to the City with respect to any such assignments or tasks. Such notice shall set forth in reasonable detail the services RAM would undertake to perform in connection with such assignments or tasks. The City agrees to grant or deny its consent to 3 RAM's acceptance of the assignments or tasks described in the notice within 10 days after the notice is given; the City shall be deemed to have granted its consent if no action is taken by the City within said 10 -day period. ARTICLE XII - Insurance RAM shall take out and carry during the entire term of this Agreement, property damage insurance and general public liability insurance with adequate limits to protect both RAM and the City from liability. RAM shall insure the payment of compensation to its employees in accordance with the Worker's Compensation Laws of the State of Texas. RAM will maintain adequate General Liability and Auto Liability insurance. RAM will provide the City with a Certificate of Insurance evidencing the insurance coverage provided for herein, if required by the City. ARTICLE XIII - Taxes, Unemployment Insurance and Related Items RAM hereby accepts full and exclusive responsibility for the payment of any and all contributions or taxes, or both, for any unemployment insurance, medical and old age retirement benefits, pensions, and annuities now or hereinafter imposed under any law of the United States or any State, which are measured by the wages, salaries or other remuneration paid to persons employed by RAM on the work covered by this Agreement or in any way connected therewith; and RAM shall comply with all administrative regulations and rulings thereunder with respect to any of the aforesaid matters; and RAM shall reimburse the City for any of the aforesaid contributions or taxes, or both, or any part thereof, if by law the City may be required to pay the same or any part thereof. ARTICLE XIV - General A. Modifications - This Agreement or any part thereof may not be modified, except by written agreement of the parties signed by the duly authorized officers of the parties. B No waiver - No omission or delay by either party to this Agreement at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms of this Agreement, shall be a waiver of any such right or remedy to which either party is entitled, nor shall it in any way affect the right of either party to enforce such provisions thereafter. C. Applicable Law - This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The obligations and undertakings of the parties to this Agreement shall be performed in Williamson County and venue for any suit arising hereunder shall be in Williamson County. 4 ATTEST TO: D. Severability - If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other provisions hereof shall in no way be affected thereby. E. Successor and Assignees - The City shall not assign or transfer this Agreement or any of its rights hereunder without the prior written consent of RAM. RAM shall have the right, without the consent of the City, to assign this Agreement and its rights and obligations hereunder to RAM's parents, subsidiaries or affiliates or to any partnership in which RAM or any parent, subsidiary or affiliate of RAM is a general partner, or to a successor of RAM by consolidation or merger or to a purchaser of all, or substantially all, of RAM's assets. F. Force Maieure - In the event that performance by either party of any of its obligations or undertakings under this Agreement shall be interrupted or delayed by any occurrence not occasioned by the conduct of either party hereto, whether such occurrence be an act of God such as lightning, earthquakes, floods or other like causes, the common enemy, the result of war, riot, strike, lockout, civil commotion, sovereign conduct, explosion, fire or the act or conduct of any person or persons not a party to or under the direction or control of a party hereto, then such performance shall be excused for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof. G. Entire Agreement - This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements and understandings relating to the services required under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officials as of the date first written above. nne Land, City Secretary Signed by 5 Date: CITY OF ROUND 'O , TEXAS Charles C per, Mayor 9, X99 ATTEST TO: Signed by: lacQ� ups Date: Title: l 1`1 1 \ Oc -F. ..., 4 6 RAM COMMUNICATIONS CONSULTANTS, INC. Signed by: Date: Title: Mayor Charles Culpepper Mayor Pro-tem Robert Stluka Council Members Rod Morgan Rick Stewart Earl Palmer Martha Chavez Jimmy Joseph City Manager Robert L. Bennett, 1 . City Attorney Stephan L. Sheets September 20, 1994 Dear Mr. DiMauro: Sincerely, *4 d., Joanne Land Assistant City Manager/ City Secretary enclosures THE CITY OF ROUND ROCK 221 East Main Street t Round Rock, Texas 78664 512 - 255 -3612 James F. DiMauro, Senior Vice President RAM Communications Consultants, Inc. 10 Woodbridge Center Drive, Suite 900 Woodbridge, NJ 07095 The Round Rock City Council approved Resolution No. R-94-09-08-10E at their regularly scheduled meeting on September 8, 1994. Enclosed is a copy of the resolution and two original contract documents. Please return one original contract after it has been signed. If you have any questions, please do no hesitate to contact me. Fax 512- 255 -6676 1- 800 - 735 -2989 (TDD) 1-800-735-2988 (Voice)