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HomeMy WebLinkAboutSelah, City of - Communications Equipment Repair and Maintenance Services COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENANCE SERVICES AGREEMENT THIS COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENANCE SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and CITY OF SELAH, Washington, a Washington municipal corporation (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency owns certain communications and electronics equipment that requires regular repair and maintenance service; and WHEREAS, the City of Yakima possesses the necessary resources to provide the Equipment Repair and Maintenance Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, pursuant to RCW 39.34 and in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between Yakima and the User Agency as follows: 1. SCOPE OF SERVICES Yakima agrees to repair and maintain the communications and electronics equipment owned by the User Agency as identified on a mutually agreed upon equipment list and incorporated by reference. All repair and maintenance services will be done at the Yakima Electronics Maintenance Facility during regular business hours, unless agreed to otherwise by the parties in writing. "Repair and maintenance" shall include, but not be limited to, providing all parts and labor reasonably required to repair such equipment which has become defective through normal wear and usage, and providing all parts and labor required for preventative maintenance of the same. Page 1 of 8 C &E Maint Agreement SEPD.doc 2. EXCLUDED SERVICES The following is a list of items not covered under the terms of this agreement: • Parts costs that exceed Fifty dollars ($50.00) on any one occurrence with one unit. • Installation of any equipment. • Batteries for portable radios. • Reprogramming of radio except as part of repair and maintenance. 3. CHARGES AND BILLING (a) In consideration of the repair and maintenance services provided hereunder by Yakima during calendar year 2008, User Agency shall pay Yakima a "basic annual rate" of the following on a per unit basis: Mobile Unit: $80.00 Portable $30.00 Base station $110.00 For purposes of this agreement a mobile unit will consist of; mobile radio and accessories, siren, emergency lights, video system, but specifically exclude mobile data equipment covered under the Information System Services Agreement. (b) Yakima shall maintain a list of equipment covered under this agreement. It shall be the User Agency's responsibility to update that list as changes occur to have the equipment subject to these terms and conditions. (c) In consideration of the repair and maintenance services provided hereunder by Yakima for each subsequent calendar year, User Agency shall pay Yakima the amount of the previous year's per unit basic rate plus a four percent (4.0 %) inflation factor. (d) The User Agency may request additional services beyond those described in this Agreement. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for Page 2of 8 C &E Maint Agreement SEPD.doc such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. (e) The City shall invoice the User Agency at the beginning of the calendar year for that year's services. The User Agency will pay the full amount of the City's invoice within thirty (30) days of receipt. In the event that either party terminates this Agreement under Section 5(b), the City shall be compensated on a pro -rata basis for all services provided to the User Agency under this Agreement up to the effective termination date. (f) All payments due under this Agreement shall be made and delivered by the User Agency to the Office of the Director of Finance and Budget, 129 North Second Street, Yakima, Washington 98901. 4. NOTIFICATION OF NEED FOR REPAIR/MAINTENANCE The User Agency shall notify Yakima upon its discovery of failure of any listed equipment, or when such equipment is determined by the User Agency to need maintenance work. The User Agency shall transport the equipment to and from the Yakima Electronics Maintenance Facility. Yakima shall service and return the equipment as required by this Agreement within a reasonable time. 5. EFFECTIVE DATE AND TERM OF AGREEMENT (a) The effective date of this Agreement will be January 1, 2008. This Agreement shall continue in duration until terminated by either party in accordance with Section 5(b) of this Agreement. (b) This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least thirty (30) days in advance of the intended date of termination. 6. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in Page 3of 8 C &E Maint Agreement SEPD.doc providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. 7. INDEMNIFICATION/PROMISE NOT TO SUE (a) The User Agency 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 sole negligence or intentionally wrongful acts or omissions of the User Agency, 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 User Agency 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. 8. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the Page 4of 8 C &E Maint Agreement SEPD.doc benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. 9. REPRESENTATIONS & WARRANTIES a The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. b The City of Yakima makes no representations, warranties, or guaranties express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. 10. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING 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 User Agency. 11. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 12. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. 13. NON - WAIVER The waiver by the User Agency 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. Page 5of 8 C &E Maint Agreement SEPD.doc 14. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. 15. WRITTEN NOTICE 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 of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to City of Selah, Police Chief, 617 S. 1S St., Selah, WA 98942. 16. 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. 17. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Page 6of 8 C &E Maint Agreement SEPD.doc 18. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 19. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. 20. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. CITY OF YAKIMA CITY OF SELAH R. A. Zais, Jr-.; Manager Robert L. Jotes Date: 4//6/ )c Title: Mayor Date: April 8, 2008 ATTEST: ATTEST: /sit) Orly - Q - � I City Clerk City Clerk Contract No. A/>D - L V Contract No. Page 7of 8 C &E Maint Agreement SEPD.doc EQUIPMENT LIST FOR 2008 Mobiles $80.00 16 $1,280.00 Portables $30.00 25 $750.00 Base Station $110.00 1 $110.00 $2,140.00 Page 8of 8 C &E Maint Agreement SEPD.doc PUBLIC SAFETY Yakima Public Safety Communications Center 200 South Third Street YA Yakima, WA 98901 �t April11, 2008 11 COMMUNICATIONS MEMORANDUM TO: Dick Zais, City Manager Debbie Moore, City Clerk FROM: Wayne Wantland, Communications Manager SUBJECT: Agreements Enclosed you will find two agreements. The first is with Washington Broadband for a sublease on our Look Out Point radio site and the second is with the City of Selah for providing Communication and Electronic Services to their police dept. You may note that the Washington Broadband agreement is dated a few years back and has been in use since then, {not sure how it got filed without your signature). The Selah agreement is for our Electronics shop to provide radio repair and maintenance on their equipment in the police department. Given the small dollar amount of these agreements I don't think we have to go before Council, if I am wrong let me know and i will prepare the supporting documents. Thank You Business Office (509) 575-6048 FAX (509) 576-6555