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HomeMy WebLinkAboutIT05-225 - Original - Day Wireless Systems - Contract - 9/19/05 ecords M eme KENT Document WASHINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to lie completed, if you have questions, please contact City Clerks Office. Vendor Name: D4,)r,m SS & S14MS Vendor Number: �Sy'a4eS JD Edwards Number Contract Number: -T7_0_19"-Wns� This is assigned by Deputy City Clerk Description: Can_ noACnI .cQs t--l�.TQQ iMe RT Detail: 1j t tiq,-1m rr , C'mn n k Project Name: Oduxn-Vnt XI �Ae�- -z_e�n2 a'b Contract Effective Date: 4•M-O S Termination Date: N a Contract Renewal Notice (Days): 30 darws OdK Al� : Zr rL,CN a.ky Number of days required notice for termination 9 renewal or amendment Contract Manager. Department: .r%a .T�_h���.�JLA Abstract: S.Public\RecordsMarxsgement\Fors\ContractCover\ADCL7$32 07102 Sep 19 2005112: 19 DRY WIRELESS SYSTEMS 5036594723 P. 2 K 1N T GOODS & SERVICES AGREEMENT between the City of Kent and Day Wireless Systems THIS REENMNT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the;"City"), and Day Wireless Systems, a dba of Ratelco Communication Services, Inc. organized under the laws of the State of Washington, located and doing business at 2415 South 20e Street, Sea Tac, WA 98198(hereinafter the"Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor Oall provide the following goods and materials and/or perform the following services for the City: I One Vi+ato VP1210 802.11b outdoor base station, at a per unit cost of $13,595.75, and one Vivato r 1210-TMK tower 4"mount kit, at a per unit cost of$1,055.00. Vendor la&nowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement,Vendor shall complete the work and provide all goods,materials,and services by October 25_, 2005. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed$17,000, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in tins Agreement. The City shall pay the Vendor the following amounts according to the following schedule: The City will remit payment to Vendor within 30 days following the City's receipt of both the goods contemplated by this Agreement and a proper invoice from Vendor for those goods. i If the Ci objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that -on of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disp�w portion. A efective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any GOODS&SERVI�ES AGREEMENT- 1 (Over$10,000.00, Lncluding "ST) Sep 19 2005 12: 19 DRY WIRELESS SYSTEMS 5036594723 p. 3 reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs }�d attorney fees, incurred by the City beyond the maximum Agreement price specified above. T11e City further reserves its right to deduct these additional costs incurred to complete this �greement with other sources,from any and all amounts due or to become due the Vendor. B zinal Payment: Waiver of Cleans. THE MAKING OF FINAL PAYMENT SHALL ONSTMJTB A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY ANDE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR INAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement and that the Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. ¢HA NGES.The City may issue a written change order for any change in the goods,materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that a change order is necessary, Vendor must submit a wntten change order request to the person listed in the notice provisioh section of this Agreement, section XiV(D), within fourteen (14) calendar days of the date Vendor knew qr should have known of the facts and events giving rise to the requested change. If the City determines the the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith,to reach agreement with the Vendor on all equitable adjus ments, However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written clian order from the City or an oral order from the City before actually receiving the written change order. If the V dor fails to require a change order within the time allowed,the Vendor waives its right to make any claim or s bm.t subsequent change order requests for that portion of the contract work. If the Vendor disagrees with ithe equitable adjustment, the Vendor must complete the change order work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of a change order by. (1) endorsrng it, (2) writing a separate acceptance, or(3)not protesting in the way this section provides. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct,indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. �tMS. If the Vendor disagrees with anything required by a change order, another written order, or an or order from the City, including any direction, urstruction,interpretation, or determination by the City, the Vendc r may file a claim as provided in this section. 'The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to th e claim, whichever owm first . Any claim for damages,additional payment for any reason, or extension of . e, whether under this Agreement or otherwise, shall be conclusively deemed to have been GOODS&SERVI aES AGREEMbNT-2 (Over$10,000.00 lading WSST) Sep 19 2005 12: 19 DRY WIRELESS SYSTEMS 5036594723 p• 4 waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a mipirnum,a Vendor's written clom shall include the information set forth in subsections A, items 1 through 5 below. FAIIU E TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM Will THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIA S ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT LATENT OR CAUSED BY THAT DELAY. A tics of Provide a signed written notice of claim that provides the following s ormation: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost,if any, of the claimed work and how that estimate was determined;and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the { �Iity determines that a claim is valid, the City will adjust payment for work or time by an citable adjustment. No adjustment will be made for an invalid protest. C. is Duty to Complete Protested Work In spite of any claim, the Vendor shall proceed promptly to provide the goods,materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides,the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions,instructions,interpretations, and determination). E. Failure to Follow Proceduures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order(including directions,instructions,interpretations, and determination). VIII. L)[MITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX, 1 ARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Comr xercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, fit for the particular purpose for which they were obtained, and will perform in accordance with their spec fications and Vendor's representations to City. The Vendor shall correct all defects in GOODS&SERVI MS AGREEMENT-3 (Over$10,000.00, wlu&ng WSS2� Sep 19 2005' 12: 19 DAY WIRELESS SYSTEMS 5036594723 p. 5 workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used-rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to comet any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. Jansensory, SCRUVE NtATION. In the hiring of employees for the performance of work under this Agreement y sub-contract,the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of mental, or physical disability, discriminate against any person who is qualified and available to the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. 1NDEN(NIFICATION. Vendor shall defend,indemnify and hold the City,its officers,officials, employees, agents and volunteers harmless from any and all claims,injuries,damages,losses or suits, including all legal costs;and attorney fees, ansing out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. I IT IS llI FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFIC[ TION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE. TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The pro 'sions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit A attached and incorporated by this reference. )(III. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. ly'IISCELLANEOUS PROVISIONS. A. Jecyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and;consultants to use recycled and recyclable products whenever practicable. A price preference may be availabl�for any designated recycled product. GOODS&SERVICES AGREEMENT-4 (Over 310,000.00,including WSSV .- Sep 19 2005 12: 20 � DRY WIRELESS SYSTEMS 5036594723 P• G B. Non-Waiver of Breach The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed,to be a waiver or relinquishment of those covenants, agreements or options,and,the same shall be and remain in full force and effect. C. Resolution of Disputes and Goveminia Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King C DU11ty Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance o this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothi ig in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement D. Vendor's Electronic Sisnature. Vendor may, at its option, execute this Agreement by use of an electronic signature, to be signed by one of its authorized agents with authority to sign for and bind the Vendor's company to all terms and conditions of this Agreement If Vendor chooses to use an electronic signature, that use also constitutes a waiver of any claims Vendor may have that the electronic signature was made or given in error. E. Facsimile Siggature. Either party may execute and deliver this Agreement by telephone facsimile and that signature shall have the same force and effect as if executed in original. F. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original,and all of which will together constitute this one Agreement. I G. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses list on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three(3)business days after the date of mailing by registered or certified mail, and shall be de=ed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address aE may be hereafter specified in writing. H. Assumment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. I. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. J. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or fontiing a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement,,the terns of this Agreement shall prevail. K. orwhance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, Hiles, and regulations that are now effective or in the future become applicable to Vendor's business, GOODS&SERVI Es AGREEIv1 NT-5 (Over slo,000.oo, ncluding wsn) I Sep 19 2005 12: 20 DAY WIRELESS SYSTEMS 5036594723 p• 7 equipment, and personnel engaged m operations covered by this Agreement or accruing out of the performance of those operations. I IN WITNESS,the parties below execute this Agreement,which shall become effective on the lost date entered below. VENDOR: CITY OF KENT: By: s� By. (sige�un) (signarurr) X4 Print Name: Steve.Shelton Print e: Jim White Its Director.Market Develonment Its Mayor r7ittel DATE ev 19 2005 DATE: =/ 9 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Mr. Scott Umemoto Mr, Paul Dunn Day Wireless Systems Technical Services Manager 2415 South 201P Street City of Kent Sea Tac,WA 98198 220 Fourth Avenue South Kent, WA 98032 (253)475-1487(telephone) (253)606-9960(facsimile) (253) 8564611 (telephone) (253) 856A700(facsimile) APP OVED AS TO FORM: en Law ent P.nviNU-ESX)pcnR 1W73-2005)DiyWkdaC0nftectA00 I GOODS&SERVI ES AGREEMIENT-6 (Over$10,000.00.i nchi&xgWSM wSep 19 2005 12: 21 DRY WIRELESS SYSTEMS 5036594723 p• 8 DECLARATION CITY OF LENT EQUAL VAPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The followingTmstions specifically identify the requirements the City deems necessary for any contractor, subcontractor supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following q eshons for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misr resents themselves with regard to the directives outlines, it will be considered a breach of contract and it *11 be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin,age,or the presence of all sensory,mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prune contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contraclor,that the Prime Contractor complied with the requirements as set forth above. By signing below,I agree to fulfill the five requirements referenced above Dated this 19 day of September ,2005 ._ By: Steve Shelton For: Day Wireless Systems Title: Director, Market Development Date: Sep 19,2005 EEO COWLIAN E DOCUMENTS- 1 of 3 SepT19 2005 12: 21 DRY WIRELESS SYSTEMS 5036594723 P• 9 CITY OF KENT ADNIINISTRATiVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 i SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year,must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for Lall or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. i 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal,state and local laws,policies and guidelines. EEO COWLMN E DOCUMENTS-2 of 3 Sep 19 2005 12: 21 DRY WIRELESS SYSTEMS 5036594723 p. 10 CM OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COM?LETION of this project by the Contractor awarded the Agreement. L the undersi , a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date) . between the &m I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 200_ By: For: I Title: Date: EEO COWLIANO DOCUMENTS-3 of 3 Sop 19 2005 12: 21 DRY WIRELESS SYSTEMS 5036594723 p. 11 EXHIBIT A INSURANCE REQUIREMENTS No Insurance is required for thb Contract I s I I i EXMrr A INSURANCERE9UMMENTS—Page 1 of I I