HomeMy WebLinkAboutCAG1990-0573 - Original - PRC Public Management Services - Installation of Software for MDT System - 04/03/1990 CONTRACT FOR THE INSTALLATION OF COMPUTER APPLICATION SOFTWARE FOR A
MOBILE DATA TERMINAL SYSTEM
BETWEEN THE CITY OF KENT AND PRC PUBLIC MANAGEMENT SERVICES
This Contract is made this day of MaWlt —1990, by and between the City of
Kent, a Washington municipal corporation (hereinafter CITY) , and PRC Public
Management Services, Inc. (hereinafter PRC), for the installation of a computer
application software subsystem for a Mobile Data Terminal System.
1.0 DOCUMENTS
The following documents are attached by reference and shall be considered
as included in this agreement as contract documents. In the event of any
conflict in the definition or interpretation of any work responsibility,
service, schedule or completeness of work between this Contract and these
Attachments, or between Attachments, said conflict or inconsistency shall
be resolved by giving precedence first to this Contract and any amendments
to same, and then according to the following contract document priority:
A. Detailed Design Document and Implementation Plan
B. Addendum to Specifications for a Mobile Data Terminal System,
published by the City of Kent on March 31, 1989.
C. Specifications for a Mobile Data Terminal System, published by the
City of Kent on February 17, 1989.
D. Proposal for a Mobile Data Terminal System received from PRC/Public
Management Services on April 28, 1989 and revised on June 7, 1989.
2.0 SCOPE OF CONTRACT
This Contract is to provide, install and test a computer application
software subsystem to operate a Mobile Data Terminal (MDT) system on the
PRC/PMS Computer Aided Dispatch System operated by Valley Communications
Center (Valley Com) , in Kent Washington. The MDT system is being provided
to the CITY under a separate contract with Mobile Data International (MDI) .
The combined MDI-MDT/PRC-CAD system is intended for the initial use of the
Kent Police and Fire Departments, and for the future use of the other
Valley Com user agencies, as determined by the CITY and Valley Com and in
accordance with the terms and conditions of this contract. The total
contract cost for PRC's work is $85,152, including all applicable
installation charges, travel and per diem and taxes. PRC acknowledges that
the CITY reserves the right to establish reasonable procedures for the
coordination between PRC and MDI with regards to performance of work in
this project and agrees to abide by these procedures.
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3.0 PAYMENT SCHEDULE
Payment will be made as shown in Exhibit A which reflects the following
contract payment points:
30% Upon approval of the Detailed Design Document.
30% Upon completion of the functional acceptance testing.
20% Upon completion of Training.
20% Upon acceptance of the complete system by the CITY.
PRC shall provide the CITY invoices for any payments due under this
contract. All invoices shall be rendered in duplicate. Payments shall
be made no later than 30 days after receipt and approval of a proper
invoice. Invoices shall detail the separate items or deliverables being
charged and clearly show the City's Purchase Order number.
4.0 STANDARD OF PERFORMANCE AND ACCEPTANCE
The CITY will accept the system upon successful completion of the
performance and acceptance testing procedures outlined in the Detailed
Design Document, and the successful completion of the thirty (30) day
acceptance test period.
PRC shall certify in writing to the CITY when said System software supplied
by PRC hereunder is installed and ready for use. The system shall be ready
for use when the functional testing, as defined in the Detailed System
Design document, has been completed. The performance period, a period of
thirty (30) calendar days, shall commence within thirty (30) days of date
of certification at which time operational control becomes the
responsibility of the CITY.
If said System operates on-line at a level of effectiveness of ninety-
nine (99%) percent for a period of thirty (30) consecutive days from the
commencement of the performance period, it shall be deemed to have met the
City's standard of performance for that phase of the system. The level
of effectiveness is a percentage figure determined by dividing the total
system operational time (time the system was available in a production
status to on-line users) by the number of hours in the performance period
[30 days x 24 hours per day = 720 hours) . Therefore, system downtime of
more than seven (7) hours will constitute a failure of test and require
repeating of the test period. It is not required that one thirty (30) day
period expire in order for another performance period to begin. Downtime
caused by equipment or software not supplied by PRC shall be included in
the number of hours in the production status.
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5.0 CONTRACT MODIFICATIONS/CHANGE ORDERS
Amendments to this agreement shall become attachments when signed by both
parties. No variance of the Contract, or waiver of the terms of such,
shall be valid unless reduced to a written document signed by both parties.
PRC shall adhere to the CITY's Change Order procedure prior to commencement
of any work specified in such Change Order. The CITY shall not make
payments to PRC for any changes to this contract that were not authorized
in writing in advance by the CITY. A waiver of any one term or condition
shall not be deemed to be a waiver of any other term or condition of this
contract.
6.0 LAWS, RULES AND REGULATIONS
PRC, in entering into this Contract, herein agrees that it shall be solely
responsible for conformance to, and will abide by, all applicable Federal ,
State, County and City codes, laws, ordinances, conditions, requirements,
rules, and regulations covering public contracts and works of this type.
In the event that any litigation should arise concerning the construction
or interpretation of any of the terms of this Contract, the venue of such
action or litigation shall be in the Superior Court of the State of
Washington in and for the County of King, and this Contract shall be
controlled by the laws of the State of Washington and the City of Kent.
7.0 HOLD HARMLESS CLAUSE
PRC shall indemnify, defend and hold harmless the CITY from and against
any and all claims, demands, suits, actions, proceedings, judgments,
losses, damages, injuries, penalties, costs, expenses (including attorneys'
fees) and liabilities of, by, or with respect to third parties, which arise
solely from PRC's negligent performance of services under this Agreement.
PRC shall not be responsible for, and CITY shall indemnify, defend and hold
harmless PRC from and against, any and all claims, demands, suits, actions,
proceedings, judgments, losses, damages, injuries, penalties, costs,
expenses (including attorneys' fees) and liabilities of, by, or with
respect to third parties, which arise solely from the CITY's negligence.
With respect to any and all claim, demands, suits, actions, proceedings,
judgments, losses, damages, injuries, penalties, costs, expenses (including
attorneys' fees) and liabilities, of, by, or with respect to third parties,
which arise from the joint or concurrent negligence of PRC and the CITY,
each party shall assume responsibility in proportion to the degree of its
respective fault.
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In no event shall PRC be responsible for special , indirect or consequential
damages of any nature (regardless of whether such damages are alleged to
have arisen from the negligence of PRC, its subcontractors, agents or
employees or other; breach of warranty; breach of contract; other act,
error or omission; or from strict or absolute liability in tort; or from
any other cause whatsoever; or any combination of the foregoing) including,
but not limited to: damages arising from the use, or loss of use, of any
facility; loss of anticipated profits or revenue; costs of replacement
services and goods; damages arising from delay; claims of customers; or
interest.
8.0 CONTRACTOR'S INSURANCE
PRC shall file with the CITY, through the City Clerk, a Certificate of
Insurance issued by its insurance carrier (a facsimile of an insurance
policy is unacceptable) evidencing a policy of Worker's Compensation
Insurance on Contractor's employees, in force for the entire term of the
Contract. Said Certificate(s) shall contain therein, or have attached
thereto by endorsement, the provision that the insurance carrier will
endeavor to provide written notification to the City Clerk 30 days prior
to any cancellation of said policy. In any event, PRC is at all times
required to maintain all insurance as set forth herein.
Prior to commencing installations, PRC shall furnish evidence of insurance
coverage to the Owner at least in the sums below:
(1) Bodily Injury: $1,000,000 each accident.
(2) Property Damage: $1,000,000 each accident.
(3) Worker's Compensation: Statutory Limits.
(4) Or; $1,000,000 all risks inclusive.
The CITY shall be named as additional insured with no exceptions.
9.0 PATENTS
PRC shall hold and save the CITY, its elected officials, officers, agents,
representatives and employees harmless from liability of any nature or
kind, including reimbursement of costs, expenses, and attorney's fees for
or on account of any patented or unpatented invention, article, or
appliance manufactured or used in the performance of this Contract,
including their use by the CITY.
10.0 SUBCONTRACTORS
PRC agrees that all subcontractors shall maintain full compliance with
the requirements of this Contract. The CITY shall hold PRC responsible
for the conduct and performance of any subcontractor.
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11.0 SYSTEM WARRANTY AND REMEDIES
a. Warranties
For a period commencing on the date of Final Acceptance and one year
thereafter, PRC warrants that (i) the software provided by it under this
Agreement shall perform in accordance with the Detailed System Design; and
(ii ) the services performed by it under this Agreement shall be performed
in accordance with the ordinary skill and care which would be executed by
those who are knowledgeable, trained and experienced in rendering these
types of services at the time such services are performed. THESE
WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY WHICH
MAY ARISE BY REASON OF USAGE OF TRADE OR CUSTOM OR COURSE OF DEALINGS.
At the conclusion of this 12 month Warranty period, MDT software
maintenance shall be incorporated into the blanket CAD system Maintenance
Agreement held by Valley-Com.
b. Remedies
(1) If, during the warranty period the CITY (a) discovers defects in the
software provided by PRC under this Agreement, such that the software will
not perform in accordance with the express warranty set forth in Section
a. , and (b) notifies PRC, in writing, of such defects, then PRC shall ,
without charge to the CITY, correct such defects.
(2) If, during the warranty period the CITY (a) discovers defects in the
services performed by PRC under this Agreement had not been performed in
accordance with the express warranty set forth in Section a. , and (b)
notifies PRC, in writing, of such faulty services, then PRC shall , without
charge to the CITY, re-perform such services to the extent necessary to
correct the fault therein.
(3) THE REMEDIES SET FORTH IN THIS SECTION ARE IN LIEU OF AND EXCLUDE ALL
OTHER REMEDIES AVAILABLE TO THE CITY RELATING TO WARRANTIES FOR PRODUCTS
AND SERVICES PROVIDED UNDER THIS AGREEMENT.
12.0 PROJECT COMPLETION DATES AND LIQUIDATED DAMAGES
All work to be performed under this Contract shall be completed and the
system shall have passed functional testing, as defined in the Detailed
Design Document, within a project schedule to be determined between the
CITY and PRC upon execution of this Contract. In no case however will the
completion of functional testing be more than 180 calendar days from the
date of Notice to Proceed by the CITY, except as allowed for in Section
13 of this Contract.
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Such Notice to Proceed will not be issued by the CITY to PRC until an
appropriate transmitter site has been secured for use in the system and
concurrent Notice to Proceed has been issued to MDI. Notice to proceed
will be issued to PRC no later than May 31, 1990. If Notice to Proceed
is not issued by May 31, 1990, PRC reserves the right to revise the
Contract amount and/or the Contract schedule.
Failure on PRC's part to comply with the completion date shall result in
a payment as liquidated damages for the damage to the CITY due to the delay
of $250 per day for every day beyond the completion date. Such liquidated
damages shall be assessed until the system is accepted as provided for in
the Specifications. Liquidated damages will not be assessed if the system
is substantially complete and the CITY is using the system in its ordinary
course of business. The CITY agrees to provide PRC thirty (30) days
written notice of its intent to invoke liquidated damages. Liquidated
damages will be limited to a total dollar amount of $22,500, which
represents 90 days at $250 per day.
13.0 DELAYS AND EXTENSIONS
Should PRC be obstructed or delayed in completing delivery as specified
caused solely by act or omission of the CITY, the inability of MDI to meet
its delivery commitments, or by strikes, fires, acts of God, or by the
inability to obtain materials, equipment or labor due solely to Federal
Government restrictions then the time of completion shall be extended for
such periods as may be agreed upon the CITY and PRC. Should there by
insufficient time to grant such extensions prior to the completion date
of the Contract, the CITY, at its sole discretion, at the time of
acceptance of the application software, may waive liquidated damages which
may have accrued from failure to deliver on time, due to any of the above,
after hearing evidence as to the reasons for such a delay and making a
finding as to the cause of same. Such determination shall be made by the
Kent City Administrator.
14.0 TERMINATION BY THE CITY
If PRC should be adjudged bankrupt or should make a general assignment for
the benefit of its creditors, or if a receiver should be appointed on
account of its insolvency, the CITY may terminate this Agreement. If PRC
should persistently or repeatedly refuse or should fail , except in cases
for which extension of time is provided, to provide enough properly skilled
workers or proper material , or persistently disregard laws and ordinances,
or not proceed with work or otherwise be guilty of, a substantial violation
of any provision of this Agreement, then the CITY shall give PRC thirty
(30) calendar days written notice. Upon receipt of such termination
notice, PRC shall be allowed thirty (30) calendar days to cure such
deficiencies.
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15.0 ASSIGNMENT
Neither this Agreement, nor any portion thereof, may be assigned by PRC
without the written consent of the CITY first having been obtained. Any
attempt by PRC to assign any performance of this agreement without the
written consent of the CITY shall be null and void and shall constitute
a breach of this Agreement.
16.0 SECURITY AND PRIVACY
PRC agrees that none of its officers or employees shall use or reveal any
research or statistical information furnished by any person and
identifiable to any specific private person for any purpose other than the
purpose for which it was obtained. Copies of such information shall not,
without the consent of the person furnishing such information be admitted
as evidence or used for any purpose in any action, suit, or other judicial
or administrative proceedings, unless ordered by a court of competent
jurisdiction. The CITY shall be notified immediately upon receipt of any
such order of court, pertinent to production of such information. PRC
shall incorporate the foregoing provisions of this paragraph in all of its
authorized subcontract.
17.0 LICENSE
PRC grants to the CITY a non-assignable, non-transferrable and non-
exclusive license to use the proprietary computer programs provided under
this Agreement. The CITY understands and acknowledges that the software
is and shall remain proprietary in nature and constitutes confidential
trade secrets. The CITY agrees that it shall not knowingly, without the
prior written consent of PRC, directly or indirectly disclose, proliferate,
provide or otherwise make available, or permit, any disclosure,
proliferation, provision of or making available of, the software in any
form, in whole or in part, to any other person, firm, corporation,
government agency, association or other entity. Further, the CITY agrees
that it shall not, without the prior written consent of PRC, copy or
reproduce (except as necessary for archive, diagnostic, backup, emergency
restart purposes or any other use solely by the CITY) , the software, in
who or in part. Neither the license granted to the CITY by PRC nor the
software may be, in whole or in part, assigned, sub-licensed or otherwise
transferred by the CITY without the prior written consent of PRC nor may
the CITY knowingly, directly or indirectly, permit any use of the software,
in whole or in part, by any other person, firm, corporation, government
agency, association or other entity, without the prior written consent of
PRC. Further, the CITY agrees to comply with such other terms and
conditions applicable to any software furnished by Digital Equipment
Corporation to PRC and provided to the CITY under this Agreement, which
are imposed by Digital Equipment Corporation.
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PRC acknowledges that it is the intent of the CITY to transfer the license
granted under this Agreement to Valley Com at a later date. At the time
that such transfer is to be executed, the CITY shall request such transfer
in writing from PRC and approval of the transfer will not be unreasonably
withheld by PRC. There shall be no charge for said transfer to Valley Com
provided Valley Com accepts the terms and conditions of PRC's license
provisions above.
18.0 NOTICES AND COMMUNICATIONS
All communications between the CITY and PRC related to this Contract shall
be directed through their designated Project Managers. Any changes in
these designated contact persons shall be provided to the other party in
writing. At the time of execution of this Contract, the designated contact
persons are:
For the City of Kent: For PRC/Public Management Services
Project Communications:
Lt. Kevin Kearns
City of Kent Fire Department PRC Public Management Services
220 4th Ave. So.
Kent, WA 98032
(206)859-3153
Notices:
Darrell Bertness
PRC Public Management Services, Inc.
1500 Planning Research Drive
Mail Stop #3W6
McLean, VA 22102
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19.0 ACKNOWLEDGEMENT
PRC and the CITY acknowledge that they have each read this Contract,
including all of the attached documents, and understand the Contract and
agree to be bound by its terms.
IN WITNESS WHEREOF, the CITY and PRC have caused this Contract to be executed
by their duly authorized officers as of the date set forth below.
CITY OF KENT PRC PUBLIC MANAGEMENT SERVICES, INC.
Dan Kelleher, Mayor F.W. Koe ne, President
3 qo 3 -;ZG -90
Date Date
ATTEST:
�Mari�eOensen, y MeO
APPROVED AS TO FORM:
/ V
( Sandra ri c 1 , City Attorney
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EXHIBIT A
Contract Amount and Payment Schedule
A. PAYMENT SCHEDULE FOR SOFTWARE AND SERVICES
Progress Payments will be made as follows:
1) Approval of Detailed System Design Document
and Implementation Plan $ 23,631
2) Completion of Functional Acceptance Testing $ 23,631
3) Completion of Training $ 15,755
4) Final Acceptance $ 15,754
SOFTWARE AND SERVICES TOTAL $ 78,771
B. TAXES
Washington State Sales Tax of 8.1% or $6,381.00 will be paid by PRC. Total
Contract value including Sales Tax is Eighty Five Thousand ONe Hundred
Fifty-two Dollars ($85,152.00)
C. Payments are Net 30 Days upon receipt of invoice.
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