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HomeMy WebLinkAbout4.486 Original Contract I I. ~. <lllp SERVICE CONTRACT Emergency Telephone Notification System THIS AGREEMENT is made and entered into this first day of March, 2005, between the City of Port Angeles (hereinafter called the "Purchaser") and Twenty First Century Communications, Inc. (hereinafter called the "Vendor"). The Purchaser and the Vendor, in consideration of the performance of the terms and conditions hereinafter mentioned, agree as follows: ARTICLE I CONTRACT DOCUMENTS The contract consists of the Request for Proposal, the Instructions to Vendors, the Proposal, the RFP Response Matrix, the Standard Terms and Conditions, and this Contract All obligations of the Purchaser and the Vendor are fully set forth and described herein. In the event of a discrepancy between any of the Contract Documents, as above defined, the Purchaser shall make written interpretation thereof, which interpretation shall govern. ARTICLE II SERVICES The Vendor agrees to provide all labor, equipment, supplies and materials to provide an emergency telephone notification service in accordance with the content documents. ARTICLE III CONTRACT PRICE As complete and exclusive consideration for all services to be performed by the Vendor, Purchaser shall pay the Vendor in accordance with the payment schedule as furnished in Section 3 (B) of the Request For Proposal and Attachment A. ARTICLE IV TERM This Contract shall be in effect as of March 1, 2005 and continue to February 28, 2008, at which date it shall terminate, ARTICLE V ASSIGNMENT The Vendor shall not assign any of its responsibility under this Contract without the express written consent of the Purchaser. Version 2503-0 ARTICLE VI APPLICABLE LAW AND VENUE This Contract shall be governed by, and construed in accordance with, the applicable laws of the State of Washington. Any legal proceedings to determine the rights and obligations of the parties hereunder shall be brought and heard in Clallam County Superior Court. ARTICLE VII NONDISCRIMINATION During the performance of this Contract, the parties shall conduct their business in a manner which assures fair, equal and nondiscriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin, and, in particular: 1. The parties will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of the above stated minorities. 2. The parties will comply strictly with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of nondiscriminatory requirements in hiring and employment practices and assuring the service of all patrons and customers without discrimination with respect to the above-stated minority status. ARTICLE VIII TERMINATION OF CONTRACT In the event that any of the provisions of this Contract are violated by the Vendor, or Vendor defaults in any performance required by the terms of this Agreement, the Purchaser may serve written notice of intention to terminate such Contract upon the Vendor, which notice shall specify the reasons therefore. Unless within thirty (30) days after serving such notice upon the Vendor such violation shall cease and an arrangement for the correction thereof satisfactory to the Purchaser be made, the Contract shall, upon the expiration of the said thirty (30) days, cease and terminate. In the event of any such termination, the Purchaser may purchase the materials necessary for complete performance of this Contract, and the Vendor shall be liable to the Purchaser for any excess cost thereby. ARTICLE IX SEVERABILITY If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application. To this end the terms and conditions of this Contract are declared severable. Version 2503-0 ARTICLE X WAIVER Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any prior or subsequent breach, no term or condition of this Contract shall be held to be waived, modified, or deleted except by a written instrument signed by the parties hereto. ARTICLE XI VENDOR'S PROPERTY AND RESPONSIBILITIES The tangible and intangible property of the Universal Communications System (UCS) used to provide services to the purchaser are and shall remain the property of the Vendor and its Subcontractors; and Vendor transfers no right, title or interest in UCS or such property to Purchaser. Vendor reserves the right to make changes or permit changes to be made in UCS and in the manner of providing such services with the concurrence of the Purchaser. All technical or methodological discoveries, improvements, adaptations or developments made by Vendor, even if specifically made for Purchaser, relating to UCS are and shall remain the exclusive property of Vendor. ARTICLE XII LIMITATIONS ON LIABILITY Notwithstanding anything in this Agreement to the contrary, Vendor's maximum liability to Purchase for default under this Agreement shall in no event exceed an amount equal to the total Base Charge and Usage Charges actually paid by Purchaser to Vendor under this Agreement. TWENTY FIRST CENTURY COMMUNICATIONS, INC. /1-ef2~ By: Gerald Robertson Title: Chief OperatinQ Officer r /1' / uS- Dated: ATTEST: ~~/~ C1mr ANGELES By: jJ(L'Ai Mayor Dated: &---R~ - O~ AUROVED ~RM: !~ ~ ' William Bloor, Ity Attorney ATTEST: .6o~~. )~~ Becky J. U ,C. Clerk Version 2503-0 Attachment A UNIVERSAL COMMUNICATIONS SYSTEM ORDER FORM BETWEEN Twenty First Century Communications, Inc. ("Provider") 760 Northlawn Drive Columbus, OH USA 43214 Port Angeles Police Department ("Client") 321 East 5th Street Port Angeles, WA 98362 Effective Date: March 1, 2005 SERVICES: 1. A system designed to support up to ten (10) message initiators. (A message initiator holds a unique code identification and is one for whom separate usage records are maintained). 2. A system providing outdial functionality. 3. Access to a toll-free (800) number which citizens served by Port Angeles Police Department may call in the event of an emergency. 4. Access to toll-free numbers that local area agencies may direct calls from "hot lines," toll- free numbers and POTS lines. 5. Web activation, control and monitoring. 6. Notification can be by phone, fax, pager or e-mail. 7. 24/7 Help Desk support. 8. Geo-Coded mapping for all of Port Angeles Police Department's service area, updated every twelve (12) months. 9. Text-to-Speech and Call Redirection as required. 10. Training and support as required. COST. The cost for TFCC's Universal Communications System is $8,800 annually plus usage with a standard 36-month agreement. The contract period begins upon system acceptance. Progressive payments of the set-up and programming fee of $26,700 shall be paid by Client to Vendor on the following payment plan: . Signed agreement of acceptance tests and the criteria and standards for final acceptance of the system 5% . Completion of installation and equipment 30% . Completion of training 25% . Final acceptance of system 40% Out-of-pocket travel expenses related to the installation and maintenance of the TFCC's Universal Communications System program are billed as incurred and invoiced at actual cost. Expenses typically do not exceed 10% of installation and annual maintenance fees and will not exceed a maximum of $250 per person per day. ADDITIONAL PROGRAMMING: Programming charges are provided on a per-project basis at the rate of $161.59 per hour. Geo-Coding charges are provided on a per-project basis at the rate of $98.75 per hour. Version 2503-0 Attachment A USAGE AND NOTIFICA TION CHARGES: The basic usage charge for inbound call traffic is either $0.2982 per minute, including carrier long distance charges or $0.2288 unbundled, with the Client paying carrier long distances charges. Per call minute pricing is billed on a second-by-second basis with a 30-second minimum. Unless specified otherwise, all LEC or carrier advanced network features will be passed through at cost, if applicable. ANI (if applicable) is charged at the rate of $0.01985/call. (This is a pass through charge). Text-to-Speech messaging (either inbound or outdial) is subject to a $0.01985/call surcharge. E-mails transmitted using the UCS Service are billed at $0.02982 per e-mail. Facsimiles transmitted using the UCS Service will be billed at the rate of $0.24871 per page. Text notification to devices capable of receiving text messages and utilizing Internet-based e-mail addresses transmitted using the UCS Service will be billed at the rate of $0.02982 per attempt. Outdial call traffic is billed at $0.2982/call minute, including long distance and billed on a second-by-second basis with a thirty second minimum. The cost for the inbound capabilities are based upon an "designated' number which provides access to a variable length audio script Usage charges include local long distance carrier charges, if applicable but not Advanced Network charges. Payments later than 30 days, will be assessed a penalty of 1.5% per month. Under a FCC ruling, calls made to an 800 number directly from a payphone will be assessed a per-call charge (currently $0.47149 per call). This charge is beyond the control of Twenty First Century Communications, Inc. and will be passed directly through to Client with no markup. Client has the capability under FCC rules to block calls from payphones to an 800 number; however, this is not recommended. COST OF UPDA TING GEO-CODED MAP DA TABASE: If the Client elects the Geocoded Mapping option, TFCC shall provide one (1) complete mapping database update per year at no additional cost. Updates to the Geocoded Mapping System requested by the Client in excess of one (1) per year will be billed at the rate of $883.77 per county for each additional update. POINT OF CONTACT: The following shall be designated as the Point of Contact (POC) for the respective companies: For Twenty First Century Communications, Inc. Rob Hames (614) 442-1215 For Port Angeles Police Department Naomi Riggins (360) 417-4911 Version 2503-0 CITY OF PORT ANGELES STANDARD TERMS AND CONDITIONS THE CONTRACT INCLUDES THE FOllOWING TERMS AND CONDITIONS AND THE PUBLISHED RULES, REGULATIONS, AND LAWS OF THE CITY OF PORT ANGELES AND THE STATE OF WASHINGTON, WHICH ARE HEREBY INCORPORATED BY REFERENCE. 1. CHANGES: No alteration in any of the terms, conditions, delivery price, quality, quantities, or specification will be effective without written consent of the appropriate representative of the City. 2. HANDLING: No charges will be allowed for handling, including but not limited to packing, wrapping bags, containers or reels, unless otherwise stated herein. 3. DELIVERY & ACCEPTANCE: For any exception to the delivery date as specified in this Contract, Vendor shall give prior notification and obtain written approval thereto from the City. Time is of the essence and the Contract is subject to termination for failure to deliver as specified and/or appropriate damages. The acceptance by the Purchaser of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Vendor. The successful Vendor shall be responsible for delivery to City Hall in Port Angeles, Washington, between the hours of 8:00 AM and 3:30 PM during the City's normal work day. Delivery shall be made within the time period specified on the bid. 4. DAMAGES FOR DELAY: Delays add cost to the City in the form of time needed for operational duties, administration and supervision and in the form of replacement equipment rental. Because the City finds it impractical to calculate all of the actual costs of delays, it has adopted the following to calculate liquidated and actual damages for failure to complete the delivery of the equipment/material on time. Accordingly, the Contract agrees to the following: a. To pay liquidated damages in the amount of $25 for each working day beyond the number of working days established for physical delivery of the equipment/material. b. To pay actual damages equal to the actual cost to the City for rental of equipment necessary for the user Department to continue with its operations. c. To authorize the City to deduct these liquidated and actual damages from any money due or coming due to the Vendor. 5. PAYMENTS, CASH DISCOUNT, LATE PAYMENT CHARGES: Invoices will not be processed for payment until receipt of a properly completed invoice or invoiced items, whichever is later. 6. SHIPPING INSTRUCTIONS: Unless otherwise specified, all goods are to be shipped prepaid, F.O.B. Destination. Version 2503-0 7. REJECTION: All goods or materials purchased herein are subject to approval by the Purchaser. Any rejection of goods or material resulting because of non-conformity to the terms and specifications of this Contract, whether held by the Purchaser or returned, will be at Vendor's risk and expense. 8. IDENTIFICATION: All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this Contract shall contain the applicable purchase contract number. 9. INFRINGEMENTS: Vendor agrees to protect and hold harmless the Purchaser against all claims, suits or proceedings for patent, trademark, copyright or franchise infringement arising from the purchase, installation, or use of goods and materials ordered, and to assume all expenses and damages arising from such claims, suits or proceedings. 10. WARRANTIES: Vendor warrants that articles supplied under this Contract conform to specifications herein and are fit for the purpose for which such goods are ordinarily employed, except that if a particular purpose is stated, the material must then be fit for that particular purpose. 11. ASSIGNMENTS: The provisions or moneys due under this Contract shall only be assignable with prior written consent of the Purchaser. 12. TAXES: Unless otherwise indicated, the Purchaser agrees to pay all State of Washington sales or use tax. No charge by Contract shall be made for federal excise taxes, and the Purchaser agrees to furnish Vendor, upon acceptance of articles supplied under this Contract, with an exemption certificate. 13. LIENS, CLAIMS AND ENCUMBRANCES: Vendor warrants and represents that all the goods and materials ordered herein are free and clear of all liens, claims, or encumbrances of any kind. 14. RISK OF LOSS: Regardless of FOB point, Vendor agrees to bear all risks of loss, injury or destruction of goods and materials ordered herein which occur prior to delivery. Such loss, injury or destruction shall not release Vendor from any obligation hereunder. 15. HOLD HARMLESS: Vendor shall protect, indemnify, and hold the Purchaser harmless from and against any damage, cost or liability for any injuries to persons or property arising from acts or omissions of Vendor, its employees, agents or subvendors howsoever caused. 16. LABOR AND INDUSTRIES: Vendor is required to the extent applicable, to procure Labor and Industries permits LI 700-7 and L1700-29 and abide by the requirements thereof. Copies of "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" shall be submitted to the City Clerk and Department of Labor and Industries. Version 2503-0 . . " 17 . ANTI-TRUST: Vendor and the Purchaser recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact borne by the Purchaser. Therefore, Vendor hereby assigns to the Purchaser any and all claims for such overcharges. 18. DEFAULT: Vendor shall be liable for damages suffered by the Purchaser resulting from Vendor's breach of Contract. The Vendor covenants and agrees that in the event suit is instituted by the Purchaser for any default on the part of the Vendor, and the Vendor is adjudged by a court of competent jurisdiction to be in default, Vendor shall pay to the Purchaser all costs, expended or incurred by the Purchaser in connection therewith, and reasonable attorney's fees. The Vendor agrees that the Superior Court of the State of Washington shall have jurisdiction over any such suit, and that venue shall be laid in Clallam County. 19. BRANDS: When a special brand is named it shall be construed solely for the purpose of indicating the standards of quality, performance, or use desired. Brands of equal quality, performance, and use shall be considered, provided the bidder specifies the brand and model and submits descriptive literature when available. Any bid containing a brand which is not of equal quality, performance, or use specified must be represented as an alternate and not as an equal, and failure to do so shall be sufficient reason to disregard the bid. 20. SAFETY: The equipment shall completely comply with all State and Federal laws, rules, regulations and codes in effect at the time of delivery. The equipment shall be tested by the successful bidder for compliance with all OSHA! WISHA regulations and the State Department of Labor and Industries Electrical Workers Safety Rules. 21. ACCEPTANCE: BY ACCEPTING THIS PURCHASE CONTRACT IN WRITING OR BY DELIVERING THE MATERIAL ORDERED, VENDOR ACCEPTS ALL OF THE TERMS AND CONDITIONS SET FORTH. FORMAL OBJECTION IS HEREBY MADE BY THE PURCHASER TO ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY VENDOR AS A CONDITION OF ACCEPTANCE OR DELIVERY. Version 2503-0 /: (1L14/29.08) Be~c~y Uptqn~~ C~J1traCt Explr~tlons , ~p_a9,e "1.1 From: To: Date: Subject: Becky Upton Terry Gallagher 1/14/2008 1:29 PM Contract Expirations cc: Steve Romberg "As a courtesy remlnder;-accorolng to mY-records, the following contracts/a"greements are set to" expire-in the near future: City Clerk File No. 5.364: New World Systems Corporation - software license and services agreement for computer-aided dispatch - interface with State Law Enforcement Network - 4/1/05 - 3/31/08 City Clerk File No. 5.521: Port Angeles School Distnct #121 - High School Resource Officer Program - 8/20/07 - 6/13/08 City Clerk File No. 4.486: Twenty First Century Communications, Inc. - Emergency Telephone Notification System - 3/1/05 - 2/28/08 Please call If you need further Information' Becky /