HomeMy WebLinkAboutYakima County Fire Commissioners' Association - Radio System Maintenance AgreementIT•Services
C $ T Y OFY A
129 N Second Street
Yakima, WA 98901
This RADIO SYSTEM MAINTENANCE AGREEMENT ("Agreement") is entered into this '74=
day of (, , 2017 between the City of Yakima, a municipal corporation ("City"), and the
Yakima Couhty Fire Commissioners' Association, ("Client").
WHEREAS, the City of Yakima has the resources to provided radio system maintenance on the
Upper Valley Fire Districts' primary radio system (County Main); and
WHEREAS, the Client has the need for locally provided radio system maintenance; and
WHEREAS, it is in the best interest of the residents in and around the City of Yakima to have a
well maintained and operational County Main radio system;
NOW, THEREFORE, for good and valuable consideration the parties agree as follows:
1. Term
a. The term of this Agreement shall commence on January 1, 2018 and shall
continue for successive one year periods, which shall automatically renew under
the same terms and conditions set forth herein, subject to the City's right of
revision as described below, and unless either party terminates the Agreement in
accordance to section 5, Termination.
2. Compensation
a. The Client shall pay the City the sum of Six Thousands dollars and no cents
($6000.00) for the first year of service being provided by the City.
b. Thereafter, the compensation shall be increased by four percent (4%) annually
for each subsequent renewal periods of the Agreement.
3. City Services Provided
a. In exchange for the annual consideration described in Section 2, the City will
provide to the Client radio system maintenance services that will include:
i. Maintenance and repair of the radio equipment directly associated with
the performance of the County Main radio system
ii. Annual performance maintenance on each of the components of the
County Main radio system
iii. Provide miscellaneous repair parts up to $500 annually.
iv. Technical assistance in design, purchase and implementation of
equipment replacement and/or additions.
v. Monitor, Maintain and as needed, process FCC licensing of the system
Providing Information Services to the City of Yakima
Business Phone: 509.575.6098 Business Fax: 509.249.6835
b. Other services may be considered on a case by case basis that may result in
additional compensation beyond what is included in this Agreement.
c. Any repair parts or equipment replacement greater than $500 annually will be
billed back to the Association in addition to the compensation identified in Section
2, Compensation.
4. Guarantees
a. While the City will provide the services described in Section 3, City Services
Provided, to the best of our ability there is no performance guarantee of the
operation of the County Main radio system. Should the Client not be satisfied
with the services being provided by the City the Client has the right to solicit other
technical assistance, at their own expense, and/or terminate this agreement in
accordance with Section 5, Termination, No other recourse is available under the
terms of this agreement.
5. Termination
a. Either party may termination this Agreement, with or without cause by providing
thirty (30) days' prior written notice of said intent, except in instances where the
Client has violated any of the terms of this Agreement, in which case the City
may terminate the Agreement immediately.
6. INDEMNIFICATION/PROMISE NOT TO SUE
a. The Client agrees to hold harmless, indemnify, protect, and defend the City, its
elected officials, officers, employees, and agents from and against any and all
claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other
proceedings and all judgments, awards, costs and expenses (including attorneys'
fees and disbursements) that result from or arise out of the negligence or
wrongful acts or omissions of the Client, its elected officials, officers, employees,
and agents in connection with or incidental to the performance or non-
performance of this Agreement.
b. In the event that the officials, officers, agents, and/or employees of both the City
and the Client are negligent, each party shall be liable for its contributory share of
negligence for any resulting suits, actions, claims, liability, damages, judgments,
costs and expenses (including reasonable attorney's fees).
c. Nothing contained in this Section or this Agreement shall be construed to create
a liability or right of indemnification in any third party.
7. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
a. No waiver, alteration, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by duly authorized representatives
of the City of Yakima and the Client.
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8. ASSIGNMENT
a. This Agreement may not be assigned by either party hereto without the prior
written consent of the other party.
9. NON -WAIVER
a. The waiver by the Client or the City of the breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by either party or prevent either party thereafter
enforcing any such provision.
10. WRITTEN NOTICE
a. All notices required by or sent under this Agreement shall be in writing, shall be
delivered personally to the recipient, or sent by means of certified mail with full
postage prepaid, return receipt requested. Any written notice hereunder shall
become effective as of the date when mailed or personally delivered. Notices to
the City of Yakima shall be delivered to the Yakima Information Technology
Manager at 129 North 2nd Street, Yakima, Washington 98901. Notices to the
Client shall be delivered to President, Yakima County Fire Commissioners'
Association.
11. SEVERABILITY
a. If a court of competent jurisdiction holds any part, term or provision of this
Agreement to be illegal, or invalid in whole or in part, the validity of the remaining
provisions shall not be affected, and the parties' rights and obligations shall be
construed and enforced as if the Agreement did not contain the particular
provision held to be invalid.
b. If any provision of this Agreement is in direct conflict with any statutory provision
of the State of Washington, that provision which may conflict shall be deemed
inoperative and null and void insofar as it may conflict, and shall be deemed
modified to conform to such statutory provision.
12. GOVERNING LAW
a. This Agreement shall be governed by and construed in accordance with the laws
of the State of Washington.
13. VENUE
a. The venue for any action to enforce or interpret this Agreement shall lie in a court
of competent jurisdiction located in Yakima County, Washington.
14. AUTHORITY
a. The person executing this Agreement on behalf of the Client represents and
warrants that he or she has been fully authorized by the governing body of the
Client to execute this Agreement on its behalf and to legally bind the Client to all
the terms, performances and provisions of this Agreement.
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CITY OF YAKIMA YAKIMA COUNTY FIRE
COMMISSIONERS' ASSOCATION
)4Jg fYi61A_
Cliff Moor=, City Manager President
Date: l i Z 1 1,1 Date: LI /1 66, off/ 7
ATTEST:
City Clerk
Contract No. moo»_ o YID
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