HomeMy WebLinkAboutA & A Motorcoach, Inc. - Senior Tours Transportation Services ContractN
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Resolution No
RFOP No
PROFESSIONAL SERVICES CONTRACT
FOR SENIOR TOURS TRANSPORTATION SERVICE
THIS PROFESSIONAL SERVICES CONTRA hereafter the "Contract" or the "Agreement") is made
and entered into by and between the City of Yakima, a Washington municipal corporation (hereafter the
(hereafter the "Contractor")
"'Owner"` and
WFfERE S, the Owner requires professional services for transportation services (hereafter the
"services"p for the City of Yakima Parr and Recreation Division for Harman Center (hereafter the
"Owner" } and the Harman Center located at the 101 North 65th Avenue, Yakima, Washington
FIEREAS, Contractor agrees to provide said services under the terms and conditions of his
Contr
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth
herein, it is agreed by and between the Owner and Contractor as follows:
Statement of lUo
1. The rrainimun services that the Contractor will provide include services
described in the Proposal Form, Exhibit A, which is incorporated herein by this
reference. The services are included within the base fee.
. Contract Documents: The rights granted under this Agreement include the terms,
conditions, covenants and representations contained in the following documents, all of
which are incorporated herein by reference as though fully set forth.
The RFP, together with all exhibits, addenda and amendments thereto;
Contractor's Proposal and all accompanying exhibits submitted therewith
by Contractor's response to the REP; and
This Agreement and the documents referenced in this Paragraph shall be
construed consistently with each other in order to best effectuate the
intent of the Owner and Contractor as set forth in this Agreement.
in case of conflict or ambiguity, the documents shall have the following priority for the
purpose of interpreting the terms, covenants, conditions, or duties therein: This
Agreement, the Proposal accepted by the Owner, and the RFP. The parties acknowledge
that there are no other representations, agreements, or conditions not specifically
referred to or set forth in the foregoing documents which are a part of this Agreement.
ubstitutlon The Contractor shall not substitute or deviate from said
specifications of this Contract without a written agreement amendment, signed by the
City Manager, or pursuant to Section L below entitled "Change or Notice". Any violation
of this procedure by the Contractor will be considered cause for immediate cancellation
of the Contract for cause by the Owner.
4. Except as otherwise specifically provided in this Contract, Contractor shall furnish
the following, all as the same may be required to perform the services described in
paragraph Li in accordance with this Contract: personnel, labor and supervision; and
technical, professional and other services. All such services, property and other items
urnished or required to be furnished, together with all other obligations performed or
required to be performed, by Contractor under this Contract are sometime collectively
referred to in this Contract as (the "services").
All provisions of this Contract are intended to be complementary, and any (enter
name of services) required by one and not mentioned in another shall be performed to
he same extent as though required by all. Details of the (enter name of services) that
e not necessary to carry out the intent of this Contract, but that are not expressly
required, shall be performed or furnished by Contractor as part of the (enter name of
services), without any increase in the compensation otherwise payable under this
Contract
The period of this Cont shall be fora period of one year from its effective date.
The Owner may, at its option, extend the Contract on a year to year basis for up to four
additional years provided, however, that either party may at any time during the life of
this Contract, or any extension thereof, terminate this Contract by giving thirty (30) days'
notice in writing to the other party of its intention to cancel, Contract extensions shall be
automatic, and shall go into effect without written confirmation, unless the Owner
provides advance notice of the intention to not renew. Prices shall remain firm for the
irst twelve month period of the Contract unless an exception is stated in the bid.
Passenger Bus
3 hours minimum charge
Added -hour(), priceper hour
Dead head mile
on fee, 24 hour notice
Trip cancellation fee, due to inclement
weather
The Owner will use its best efforts to pay each of Contractor's invoices within
y {30} days after the Owner's receipt and verification thereof; provided, however,
that all such payments are; expressly conditioned upon Contractor providing services
hereunder that are satisfactory to the Owner. The Owner will notify the Contractor
promptly if any problems are noted with the invoice. To insure prompt payment, each
invoice should cite purchase order dumber, bid number, description of item purchased,
unit and total price, discount term and include the vendor's name and return remittance
ddress.
he O
ner at the following address:
City of Yakima Accounts Payable'
129 North 2' Street
Yakima, WA 98901
h
nvoice to:
Keri Wilkinson, Parks Recreation Manager
Parks & Recreation Department
301 Fruitvale Boulevard
Yakima, WA 98902
Credit Card Acceptance: The Owner, in its sole discretion, ll determine the
ethod of payment for goods and/or services as part of this agreement, The Owner's
preferred method of payment is by procurement {credit} card. Proposers may be
equired to have the capability of accepting the Owner's authorized procurement card as
a method of payment. No price changes or additional fee(s) may be assessed when
accepting the procurement card as a form of payment:
Any additional service{s} provided by the Contractor which are to be paid by the
Owner must have prior written approval of` the Owner.
ce by Contractor
ne.Contractor: Contractor is the Prime Contractor hereunder. The Prime
Contractor shall be the sole point of contact with regard to all contractual matters arising
hereunder, including the performance of services and the payment of any and all charges
resulting from its contractual obligations.
Delegation of Professional Services, The services provided for herein shall be
performed by Contractor, and no person other than regular associates or employees of
Contractor shall be engaged on such work or services Contractor shall not (by contract,
operation of law or otherwise) delegate or subcontract performance of any services to
any other person or entity without the prior written consent of the Owner. Any such
delegation or subcontracting without the Owner's prior written consent shall be voidable
at the Owner's option.
No delegation of subcontracting of performance of any of the services, with or
hout the Owner's prior written consent, shall relieve Contractor of its responsibility to
perform the services in accordance with this Contract.Contractor shall be fully
responsible for the performance, acts and omissions of Contractor's employees,
Contractor's subcontractors, and any other person who performs or furnishes any
services (collectively, the "Stippor
Contractor shall at all times be an independent contractor and not an agent or
representative of the Owner with regard to performance of the services: Contractor shall
not represent that it is, nor hold itself out as, an agent or representative of the Owner.. in
no event shall Contractor be authorized to enter into any agreement or undertaking for
or on behalf of the Owner. Neither the Contractor nor any employee of the Contractor is
entitled to any benefits that the Owner provides its employees. The Contractor is solely
responsible for payment of any statutory workers compensation or employer's liability
insurance as required by state law. The Contractor will have an active account with the
Department of Revenue, other state agencies as needed, and a separate set of books or
ecords that reflect all items of income and expenses of the business that the Contractor
s conducting.
Contract or shall perform the services in a timely mariner and in accordance with
.he standards of the profession. At the time of performance, Contractor shall be properly
licensed, equipped, organized, and financed to perform the services in accordance with
this Contract. Subject to compliance with the requirements of this Contract, Contractor
shall perform the services in accordance with its own methods,
6. In addition, Contractors are required to be registered by the State per Chapter
187 of the Revised Code of Washington and their registration number inr st be listed on
he bid/quote.
Contractor shall take all reasonable precautions to protect against any bodily
ncluding death) or property damage that may occur in connection with the
Removal of Subcontractor. It dissatisfied with the background, performance,
and/or general methodologies of any subcontractor, the Owner may request in writing
that the subcontractor be removed, The Contractor shall comply with this request at once
and shall not employ the subcontractor for any further work/services under this Contract.
ork Made for Hire; All work the Contractor performs under this Agreement
shall be considered work made for hire, and shall be the property of the Owner, The
Owner shall own any and all data, documents, plans, copyrights, specifications, working
papers, and any other materials the Contractor produces in connection with this
Agreement. On completion ortermination of the Agreement, the Contractor shall deliver
these materials to the project manager.
Contractor shall comply with all applicable federal, state and local laws,
dinances, rules, regulations, orders, licenses, permits, and other requirements, now in
effect, of any governmental authority (including, but not limited to, such requirements as
may be imposed upon the Owner and applicable to the services), Contractor shall furnish
such documents as may be required to effect or evidence such compliance. All laws,
ordinances, rules and orders required to be incorporated in agreements of this character
are incorporated in this Contract by this reference;
Foreign (Non -Washington) Cor rorations: Although the Owner does not require
°reign corporate proposers to qualify in the City, County or State prior to submitting a
proposal, it i specifically understood and agreed that any such corporation will promptly
take all necessary measures to become authorized to conduct business in the City of
Yakima, at their own expense, without regard to whether such corporation is actually
awarded the contract, and in the event that the award is made, prior to conducting any
business for the Owner.
Taxes and AssAssessments
Contractor shall be solely responsible for, and shall pay all taxes, deductions, and
ents, "including but not limited to federal income tax, FICA, social security tax,
unemployment and industrial injury insurance, and other deductions
income which may be required by law or assessed against either party as a result of
Contract. In the event the Owner is assessed a tax or assessment as a result of this
ict, Contractor shall pay the same before it becomes due:
The Owner and its agenc
but not sales tax (currently at
proposal is the lowest or best, hot
sales tax and B&O tax that i
equipment within its booundai
esponsible Proposer.
e exemp
Tax vrrill
ver RCW
from payment of all federal excise taxes,
not be considered in determining which
3.0,040 allows the Owner to take any
receive from purchasing supplies, materials and
into consideration when determining the lowest
Vendor Tax Delinquency: Vendors who have a delinquent
y have their payments offset by the State of Washington.
ination Provision
on tax liability
During the performance of this Contract, Contractor shall not discriminate in
violation of any applicable federal, state and/or local law or regulation on the basis of
ace, age, color, sex, religion, national origin, creed, marital status, disability, honorably
discharged veteran or military status, pregnancy, sexual orientation, political affiliation,
or the presence of any sensory, mental or physical handicap, and any other classification
protected under federal, state, or local law. This provision shall include but not be limited
to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff or termination, rates of pay or other forms of compensation, selection for training,
and the provision of services under this Cont
2. With regard to the services to be performed pursuant to this Contract, Contractor
agrees to comply with the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et
seq. (ADA) and its implementing regulations, and Washington Staters anti -discrimination
a Vti as contained in RCW Chapter 49.60 and its implementing regulations: The ADA
provides comprehensive civil rights to individuals with disabilities in the area of
employment, public accommodations, state and local government services, and
elecommunications
ion of Records
The Contractor agrees to furnish the City with reasonable periodic reports and
documents as it may request and in such form as the City requires pertaining to the work
or services undertaken pursuant to this Agreement. The costs and obligations incurred
or to be incurred in connection therewith, and any other matter, are to be covered by this
Agreement.
2. The records relating to the services shall, at all times, be subject to inspection by
and with the approval of the Owner, but the making of (orfailure or delay in making) such
inspection or approval shall not relieve Contractor of responsibility for performance of
the services in accordance with this Contract, notwithstanding the Owner's knowledge of
efective or non -complying performance, its substantiality or the ease of its discovery..
Contractor shall provide the Owner sufficient, safe, and proper facilities and equipment
or such inspection and free access to such facilities.
Recordkeeping and ; Record Retention: The Contractor shall establish and
aintain adequate records of all expenditures incurred under the Contract. AU records
ust be kept in accordance with generally accepted accounting procedures. All
ocedures must be in accordance with federal, state and local ordinances.
The contracting agency shall have the right to audit, review, examine, copy, and
ibe any pertinent records or documents relating to any contract resulting from this
proposal held by the Contras
the Contract for a period of not
Confidential,
Proprietary and Pe
The Contracto
ess than three
will retain all documents applicable to
years after final payment is made..
able Information
ctor shall not use Confidential, Proprietary or Personally Identifiable
Information of Owner for any purpose other than the limited purposes set forth in this
Contract, and all related and necessary actions taken in fulfillment of the obligations
thereunder. Contractor shall hold all Confidential Information in confidence, and shall
not disclose such Confidential Information to any persons other than those directors,
officers, employees, and agents ("Representatives") who have a business-related need to
have access to such Confidential Information in furtherance of the limited purposes of
this Contract and who have been apprised of, and agree to maintain, the confidential
ure of such information in accordance with the terms of this Contras*
2. Contractor shall institute and maintain such security procedures as
commercially reasonable to maintain the confidentiality of the Confidential Information
hile in its possession or control including transportation, whether physically or
electronically;
e
Contractor shall ensure that all indications of confidentiality ;cont ainned on or
ncluded in any item of Confidential Information shall be reproduced by Contractor on
any reproduction, modification, or translation of such Confidential Information: If
equested by the Owner in writing, Contractor shall make a reasonable effort to add a
proprietary notice or indication of confidentiality to any tangible materials within its
possession that contain Confidential information of the Owner, as directed.
4. Contractor shall maintain all Confidential Information as confidential for a period
of three (3) years from the date of termination of this Contract, and shall return or destroy
said Confidential Information as directed by the Owner in writing.
Contractor may disclose Confidential Information in connection with a judicial or
administrative proceeding to the extent such disclosure is required under law or a court
order, provided that the Owner shall be given prompt written notice of such proceeding
if giving such notice is legally permissible,
ion and Hod Hari
The Contractor shall defend, indemnify and hold harmless the City of yakir
elected and appointed officials, officers, agents, employees, and volunteers against any'
expense, loss, lawsuit, settlement costs, penalty, damage, liability, allegation, claim or
judgment, including reasonable attorney's fees and costs, resulting from negligent acts or
omissions or willful misconduct of the Contractor, its agents or subcontractors including
a breach of the Contractor's duties under this Contract.
The to
Contract.
of the Se
ive any expiration or termination of this
Nothing contained in this Section or this Contract shall be construed to create a
right of indemnification in any third party.
liability or
The Owner will not be responsible to any injury to Contractor's employees or
gents and the Contractor shall indemnify, defend and hod the Owner harmless for any
injury, to the Contractor's employees or agents.
ance Provided by Contractor
Contractors Liability Insurance: It is understood that the Owner does not
Maintain liability insurance for Contractor and/or its employees or subcontractors. The
Contractor shall obtain and maintain in full force and effect during the term of the
Contract, commercial general liability coverage with insurance carriers admitted to do
business in the State of Washington. The insurance companies must carry a Best's Rating
of A -VII or better. At all times during the life of this Contract, Contractor agrees to
taintain, on a primary and non-contributory basis and at its sole expense, the insurance
coverage, limits, and endorsements noted below. All such insurance shall not be subject
o any deductible or self-insured retention (Silt). There shall be no cancellation material
change, reduction in limits or intent not to renew the insurance coverage(s) without 30
days written notice from the Contractor or its insurer(s) to Owner. The requirements
contained herein, as well as Owner's review or acceptance of insurance maintained by
Contractor is not intended to and shall not in any manner limit or qualify the liabilities or
obligations assumed by Contractor under this Contract. The policies will be written on an
occurrence basis, subject to the following rninimum limits of liability:
Commercial General Liability:
Occurrence
bility
nce
Combined Single U
Combined
ngle Ll
,000,000 Per
$2,000 00 Annual
5,000 „000
Per
The City of Yakima/Yakima County. its elected and appointed officials, officers, agents,
employees and authorized volunteers are included as Primary/Non-Contributory
additional insured.
Contractor carries higher coverage limits; such limits shall be shown on the Certificate.
of Insurance and Endorsements and City of Yakima/Yakima County shall be named as an
additional insured for such higher limits.
The Contractors" insurance coverage shall be primary insurance with respect to those who
are Additional Insured under this Agreement. Any insurance, self-insurance or insurance
pool coverage maintained by the Owner shall be in excess of the Contractor's insurance
and shall not contribute to it.
The Contractor will; provide a Certificate of insurance to the Owner as evidence of
coverage. The City of Yakima/Yakima County, its elected and appointed officials, officers,
gents, employees and authorized volunteers shall be named as additional insured. A
copy of the additional insured endorsement attached to the policy will, be included with
the certifi
prior to corns
cafe. This Certificate of insurance shall be provided to
ement of this work,
ny time during the life of tha Contract or any extension, the Contractor fails to
aintain the required insurance in full force and effect, all work under the Contract shall
be discontinued immediately. Any failure to maintain the required insurance may be
sufficient cause for the Owner to terminate the Contract.
The Contras
triashington.
or shall
kers' compensation through the State of
2. Contractor's Waiver of Ern over's immunity under Title 51 C 4l; Contractor
intends that its indemnification, defense, and hold harmless obligations set forth above
In section 1, shall operate with full effect regardless of any provision to the contrary in
Title 51 RCW, Washington's Industrial insurance Act, Accordingly, to the extent necessary
o fully satisfy the Contractor's indemnification, defense, and hold harrriless obligations
set forth above in section t, Contractor specifically waives any immunity granted under
Title 51 RC, and specifically assumes all potential liability for actions brought by
employees of the Contractor against the Owner and its elected` and appointed officials,
officers, agents, employees, and authorized volunteers. The parties have mutually
negotiated this waiver. Contractor shall similarly require that its subcontractors, and
anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts
Contractor may be liable in connection with its performance of this Agreement to comply
pith the terms of this paragraph, waive any immunity granted under Title 51 RCW, and
assume all potential liability for actions brought by their respective employees. The
provisions of this section shall survive the expiration or termination of this Agreement.
Should a court of competent jurisdiction determine that this Agreement is subject
to RCW 1.4,115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence of
the Contractor and the Owner, its elected and appointed officials, officers, agents,
employees, and authorized volunteers, the Contractor's liability hereunder shall be only
o the extent of the Contractor's negligence.
ese
equire higher or lower
Change or Not c
anted.
Any alterations made to the Contract shall be rendered in writing and signed by
th responsible parties; no changes without such signed documentation shall be valid:
No alterations outside of the general scope and intent of the original Request for
Proposals or in excess of allowable and accepted price changes shall be made.
n no event shall the Contractor be paid or be entitled to payment for services
e not authorized herein or any properly executed amendment
Notice of Business Changes: Contractor shall notify the City in writing within
hree () business days of any change in ownership of the facilities of the successful bidder
r of the facilities of any subcontractor. The successful bidder shall notify the City in
ting as soon as possible, and in no event later than three (3) business days, after any
decision by the successful bidder to change or discontinue service that will affect services
provided to the City under this Contract:
4. The Owner shall have the right to renegotiate the terms and conditions of this
Contract to the extent required to accommodate a change in governing law or policy that,
in the sole discretion of the Owner, either:~• substantially and unreasonably enlarges the
Contractor's duties hereunder, or renders performance, enforcement or compliance with
the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices
and demands under and related to this Contract shall be in writing and sent to the parties
t their addresses as follows.
TO OWNER:
Sue Ownby
Purchasing Ma
City of Yakima
129 North 2"d Street
Yakima, WA 98901
AND
TO.
Ken Wilkinson
Parks & Recreation
City of Yakima
2301 Fruitvale Boulevard
Yakima, WA 98902
TO CONTRACTOR:'
Price increases
requested by the Contractor in writing on the anniversary date of each year of
the contract, the Owner will consider increasing the Contractor's rates per the Seattle-
Tacoma -Bremerton Consumer Price index' for Urban Wage Earners and Clerical Workers
(CPI -W) for the previous twelve months. The Owner, in its sole discretion, will decide
heftier to approve or deny the rate increase request or any part thereof within 30 days
of receipt of the request. If approved, increase shall take effect 30 days after approval.
ncreases for any other justifiable reason will be considered on a case-by-
case
ase by -case basis. Price increase requests aurin not be considered or granted until any outstanding
required financial reports have been submitted to the Owner.
The rates and discounts shown on the proposal shall be consistently applied and
throughout the first twelve months of the Contract. If requested by the
Contractor, in writing, on the anniversary date of the Contract, labor rates may be
adjusted per the West C, Urban Wage Earners and Clerical Workers Consumer Price
ndex -- S0,000 to 330,000 populations. No discount adjustments will be allowed.
The Owner may suspend, in writing by certified mail, all or a portion of the
services under this Agreement if unforeseen circumstances beyond the Owner's control
are interfering with normal progress of the services. The Contractor may suspend, in
rriting by certified mail, all or a portion of the services under this Agreement if
unforeseen circumstances beyond Contractor's control are interfering with normal
progress of the services. The Contractor may suspend services on the Project in the event
the Owner does not pay invoices when due, except where otherwise provided by this
Agreement. The time for completion of the services shall be extended by the number of
days the services are suspended. If the period of suspension exceeds ninety (90) days,
the terms of this Agreement are subject to renegotiation, and both parties are granted
the option to terminate the services on the suspended portion of Project in accordance
th Section O.
Termination for Cause: The Owner may terminate the Con
he Contractor with thirty (30) calendar days written notice of the Contra
f the Contractor to perform under the terms of this Contract.
providing
s right to
The Contractor may terminate the Contract after providing the Owner sixty (60) calendar
days' notice of the Owner's right to cure a (allure of the Owner to perform under the
s of the Contract
Upon the termination of the Contract for any reason, or upon Contract' expiration, each
party shall be released from all obligations to the other party arising after the date of
termination or expiration, except for those that by their terms survive such termination
or expiration
Termination for Convenience: Either party may terminate the Contract at any
e, without cause, by providing a written notice; the Owner by providing at least thirty
calendar days' notice to the Contractor, and the Contractor providing at -least sixty
calendar days' notice to the Owner m advance of the intended date of termination,
n the event of termination for convenience, the Contractor shall be entitled to receive
compensation for any fees owed under the Contract. The Contractor shall also be
compensated for partially completed services. In this event, compensation for such
partially completed services shall be no more than the percentage of completion of the
cervices requested, at the sole discretion of the Owner, multiplied by the corresponding
payment for completion of such services as set forth in the Contract. Alternatively, at the
pole discretion of the Owner, the Contractor may be compensated for the actual service
hours provided. The Owner shall be entitled to a refund for goods or services paid for but
not received or implemented, such refund to be paid within thirty i30) days of written
notice to the Contractor requesting the refund,
Termination Due to Unavailability lof Funds in Succeeding Fiscal Years: When
unds are not appropriated or otherwise made available to support continuation of
performance in a subsequent fiscal year, the Contract shall be canceled and the
Contractor shall be reimbursed for the reasonable value of any non-recurring costs
incurred but not amortized in the price of the supplies or services delivered under the
Contract.
Contract
whole or in part
ante anon: The Owner
ithout penalty if the Cont
eserves the right to cancel the Contract in
ctor..
Breaches or defaults an obligation under the Con
Fails to perforw
any materia
obligation required uncle
es a petition in bankruptcy, becomes insolvent, o
action to dissolve as a legal entity;
he Contract;
s
Allows any final judgment trot to be satisfied or a lien no
fter a legally -imposed, 0 -day notice;
takes
o be disputed
Makes an assignment for the benefit of creditors;
Fails to follow the s
State of Washington
mrd use tax certification requi
ents of the
Incurs a delinquent Washington tax liability;
Becomes a State or Federally debarred Contractor,
Is excluded from federal procurement and non -prod
Fails to maintain and keep in force all re
licenses as provided in the Contract;
ent Contracts;
nsurance, permits and
Fails to maintain the confidentiality of the Owner
considered to be Confidential Information, proprietary
Personally Identifiable Information;
Contractor performance i
or municipal employee; or
ion that is
or containing
eaters the health or safe
City, County
Change in Funding: If the funds upon which the Owner relied to establish
this Contract are withdrawn, reduced, or limited, or if additional or
modified conditions are 'placed on such funding, the Owner may
terminate this Contract by providing at least five business days written
notice to the Contractor. The termination shall be effective on the date
specified in the notice of termination.
Dispute Resolution
In the event that any dispute shall arise as to the interpretation raf this A reerrient, or in
the event of a notice of default as to whether such default does constitute a breach of
nd if the parties hereto cannot mutually settle such differences, then the
pursue mediation as a means to resolve the dispute. If the
forementioned methods are either not successful, then any dispute relating to this
Agreement shall be decided in the courts of Yakima County, in accordance with the laws
of Washington. If both parties consent in writing, other available means of dispute
esolution may be implemented.
the Contract
parties " shal
Re-Awrard
�ihen the Contract is terminated by the vendor upon 30 days' notice as herein provided,
the Owner, pursuant to City ordinance, may re -award the Contract to the next most
responsible Proposer.
hen a vendor is unable to supply goods and/or services to the Owner and is in breach
of the Contract, or when the Contract is terminated by the Owner for cause as herein
provided, the Owner reserves the right to re -award the Contract to the next most
responsible Proposer.
Assignment. This Contract, or any interest herein, or claim hereunder, shall not.
be assigned or transferred in whole or in part by Contractor to any other person or entity
without the prior written consent of the Owner. In the event that such prior written
consent to an assignment is granted, then the assignee shall assume all duties,
obligations, and liabilities of Contractor stated herein,
No Conflict of Interest. Contractor represents that it or its employees do not have
any interest and shall not hereafter acquire any interest, direct or indirect, which would
onflict in any manner or degree with the performance of this Contract. Contractor
urther covenants that it will not hire anyone or any entity having such a conflict of
interest during the performance of this Contract
Force aieure. Neither party shall be in default by reason of any failure in
performance of this Agreement in accordance with reasonable control and without fault
or negligence on their part. Such causes may include, but are not restricted to, acts of
nature or the public enemy, acts of the government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and
unusually severe weather, but in every case the failure to perform such must be beyond
the reasonable control and without the fault or negligence of the party.
Contract Preservation. if any provision of the Agreement, or the application of
such provision, shall be rendered or declared invalid by a court of competent jurisdiction,
or by reason of its requiring any steps, actions or results, the remaining parts or portions
of this Agreement shall remain in full force and effect.
Promotional Advertising / News Releases. Reference to or use of the Owner, any
is departments, agencies or other subunits, or any official or employee for commercial
omotion is prohibited. News releases pertaining to this procurement shall not be made
thout prior approval of the Owner. Release of broadcast e-mails pertaining to this
procurement shall not be made without prior written authorization of the contracting
agency.
Time is of the Essence. Timely provision of the services required under this
ct
shall be of the essence of the Contract, including the provision of the services
me agreed or on a date specified herein.
Contra h
uvithin the
Expansion clause. Any resultant' contract may be further expanded by the
Purchasing Manager in writing to include any other item normally offered by the vendor,
as long as the price of such additional products is based on the same cost/profit formula
as the listed item/service.
Patent Infringement. The Contractor selling to the Owner the articles described
herein guarantees the articles were manufactured or produced in accordance with
applicable federal labor laws. Further, that the sale or use 'ofthe articles described herein
will not infringe any United States patent. The Contractor covenants that it will at its own
expense defend every suit which shall be brought against the Owner (provided that such
Contractor is promptly notified of such suit, and all papers therein are delivered to it) for
any alleged infringement of any patent by reason of the sale or use of such articles, and
agrees that it +mill pay all costs, damages, and profits recoverable in any such suit;
9. Ownership. All material produced as a result of this Contract shall be the
exclusive property of the Owner. Additionally, the Owner shall have unrestricted
authority to reproduce, distribute, and use any submitted report, template, data, or
ur►ateriat, and any associated documentation that is designed or developed and delivered
o the Agency<as part of the performance of the Contract.
safety Requirements. All
Owner must <comply fully with alt
ordinances, rules, regulations as se
alt applicable OSHA Standards.
equipment, and supplies > provided to the
ty requirements, federal, state and local laws,
h by the State of "ashington RCWs, WACs and
arranty Unless otherwise specifically stated byrthe Proposer, vendor warrants
that all goods and services furnished under this Contract are warranted against defects
by the Proposer for one (1) year from date of receipt, are new, conform strictly to the
specifications hereinare merchantable, good workmanship, free from defect, are fit for
the intended purpose of which such goods and services are ordinarily employed and if a
particular purpose is stated in a Special Condition, the goods are then warranted as for
that particular purpose. Vendor further warrants that no violation of any federal, state
or local law, statute, rule, regulation,` ordinance or order will result from the
nufaeturer, production, sale, shipment, installation or use of any other goods.
antics (and any more favorable warranties, service policies, or similar
undertaking of Vendor) shall survive delivery
services,
nspection, and acceptance o the goods or
2. Access and Review of Contractors Facilities. The City
the offices, premises, facilities and vehicles of the Contra
subcontractor upon request and reasonable notice during the
Contract renewals/extensions.
ay visit and view any of
and/or Contractor's
the Contract and
1 Notice of Change in Financial Condition. If, during the Contract Term, the
Contractor experiences a change in its financial condition that may affect its ability to
perform under the Contract, or experiences a change of ownership or control, the
Contractor shall immediately notify the Owner in writing, Failure to notify the Owner of
such a change in financial condition or change of ownership or control shall be sufficient
grounds for Contract termination.
Facility Security, The Owner may prohibit entry to any secure facility, or remove
the facility, a Contract employee who does not perform his/her duties in a
professional manner, or who violates the Owner's security rules and procedures. The
Owner reserves the right to search any person, property, or article entering its facilities.
4,
ro
�Velver of Breach. A waiver' by either party hereto of a breach of the other party
hereto of any covenant or condition of this Contract shall, not impair the right of the party
not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure
of either party to insist upon strict performance of any agreement, covenant or condition
of this Contract, or to exercise any right herein given in any one or more instances, shall
not be construed as a waiver or relinquishment of any such agreement, covenant,
condition or right,
Severability. if any portion of this Contract is changed per mutual agreement or
on is held invalid, the remainder of the Contract shall remain in full force and
any port
effect.
17.
integration. This Contract, along with the City of ¥akima's RFP 1154-P and the
Contractor's response to the Request for Proposal ("RFP"), represents the entire
understandingof the Owner and Contractor as to those matters contained herein. No
prior oral or written understanding shall be of any force or effect with respect to those
matters covered herein. This Contract may not be modified or altered except in writing
signed by both parties.
8.
h th
9
hi
Governin Law. This Contract shall be governed by and cons
e laws of the State of Washington,
n accordance
Venue. The venue for any action to enforce or interpret thi
Superior Court of Washington for Yakima County, Washington.
shall lie in
CITY or YAM
CONTRA OR:
Inteiri
Print Name:
ttle:r
Date:
ATTEST;
By
City Cier
City Cerra'
Resolu
STATE OF WAC
COUNTY OF YAM
I hereby certify that i know or have satisfaeto evidence that rs -he person wlio
appeared before me, and said person acknowledged that she/he signed this instrument, and ori oath
stated that she/ he was authorized to execute the instrument and acknowledged it as the
,„ �,„1 of alt .0 dd
„.. � i t” `tea, �- �-`d�"��. 4 L_ to be the free and
he uses and purposes mentioned in the instrument,
voluntar
such party foi
DATE[
RE ALLYN
Notary Public
State of Washington
My Corrimission Expires
ri111,2016
Print Nar
NOTARY PUBLIC in and for the S
ashington, residing at
ent expires:,