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HomeMy WebLinkAboutResolution - 2018-R0003 - Dailey-Wells Communication - 01/11/2018Resolution No. 2018-R0003 Item No. 7.10 January 11, 2018 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Sole Source Contract No. 13674 for Radio Shop Parts and Equipment, by and between the City of Lubbock and Dailey -Wells Communication, Inc., of San Antonio, Texas, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on JanuW 11T2018 DANIEL M. POPE, MAYOR ATTEST: P-0_v�� A2 Rebe ca Garza, City Secreta U APPROVED AS TO CONTENT: Mnc_ ark ood, Assistan City Manager APPROVED AS TO FORM: K Ili Leisure, Assistant City Attorney ccdocs/RES.Contract 13674.Radio Shop Parts and Equipment 12,08.2017 Resolution No. 2018-R0003 Contract 13674 STATE OF TEXAS COUNTY OF LUBBOCK RADIO SHOP PARTS AND EQUIPMENT CONTRACT This Contract is entered into this IIth day of January, 2017, is by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and Dailey -Wells Communications, Inc. (the "Contractor) WITNESSETH WHEREAS, the City Contactor to provide Radio Shop parts and equipment on an "as - needed" basis; and as described in Exhibit A — Price Discount and Exhibit B — Insurance Requirements. WHEREAS, the Contractor is an authorized Harris radio equipment dealer; and NOW THEREFORE, the City desires to contract with Contractor, and Contractor agrees to provide Radio Shop parts and equipment; and ARTICLE I TERM The contract shall be for a term of one year, with the option of four (4) one-year extensions, for firm pricing discounts, said date of term beginning upon City Council date of formal approval. ARTICLE II SERVICES AND COMPENSATION CONTRACTOR shall be paid in accordance with Manufacture Standard Retail Price less fixed discount pricing, to include labor and services, in Exhibit "A", attached hereto. ARTICLE III TERMINATION A. General. City may terminate this contract, for any reason, upon Thirty (30) days notice to Contractor in accordance with Article XI of this Contract. B. Termination and remedies. In the event the Contractor breaches any term and/or provision of this Contract the City shall be entitled to exercise any right or remedy available to it at law or equity, including without limitation, immediate termination of this Contract and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV REPRESENTATIONS AND WARRANTIES C. Existence. Contractor is a corporation duty organized, validly existing, and in good standing in the State of Texas. B. Corporate Power/Authorization. The Contractor represents that the corporate representative designated to execute this document on the Contractor's behalf has full and complete authority to bind the Contractor, and that he is vested through the corporate Bylaws to enter into this Agreement and to perform its duties under this Agreement. This Contract constitutes legal, valid, and binding obligations of the Contractor and is enforceable in accordance with the terms thereof. ARTICLE V SCOPE OF WORK A. Contractor will provide the parts and accessories necessary to maintain the City's Harris P25 Phase II 800 MHz Trunk Radio System; B. Contractor shall provide radio shop parts, equipment and services for the City of Lubbock on an "as needed basics"; C. Equipment must work with the City's Harris P25 Phase II 800 MHz Trunked Radio System; D. Except as provided herein, the Contractor agrees to assign to the City any warranty on equipment or software provided by the manufacturer or developer thereof, E. Contractor agrees to user their best effort to make available all parts and equipment required in maintaining operations of the system for the term set forth herein, unless discontinued by the manufacturer; F. Contractor will provide all pricing discounts for any equipment deemed vital or otherwise necessary equipment and software that is part of the System; and G. Perform an annual inspection to ensure total alignment and proper working order of all equipment at all sites. ARTICLE VI INDEMNITY Contractor shall indemnify, defend, and hold harmless the City, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities, judgments, costs and expenses, which may arise or accrue against the City as a result of the award of this Contract, to the extent it is caused by the negligence or omission of the Contractor or its employees, or of the subcontractor or assignee or its employees. The Contractor shall, at its own expense, appear defend and pay all costs incurred by the City associated with the Claim, and, if any judgment shall be rendered against the City in any such action, the Contractor shall, at its own expenses, satisfy discharge of the same. The Contractor will have no indemnity liability for the negligence or fault of the City. Contractor expressly understands and agrees that any bond, if required by this Contract, or otherwise provided by Contractor, shall in no way limit the responsibility to indemnify and hold harmless the City as herein provided. ARTICLE VII INDEPENDENT CONTRACTOR STATUS Contractor and City agree that Contractor shall perform the duties under this Contract as an independent contractor. The Contractor has the sole discretion to determine the manner in which the services are to be performed. The City reserves the right to request the a replacement of Project Manager and any other team member that the City fills that is not performing to the level of standards necessary for this project. ARTICLE VIII EMPLOYMENT OF AGENTS Contractor may employ or retain agents, consultants, subcontractors, or third parties, to perform certain duties of Contractor under this Contract, provided that Contractor is in no way relieved of any obligation under this Contract. ARTICLE IX COMPLIANCE WITH APPLICABLE LAWS Contractor shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Contract, and any amendments thereto. ARTICLE X CONFIDENTIALITY Contractor shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. ARTICLE XI NOTICE A. General. Whenever notice from Contractor to City or City to Contractor is required or permitted by this Contract and no other method of notice is provided, such notice shall given by: (1) actual delivery of the written notice to the other party by hand: (2) facsimile, or other reasonable means (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective in the third business day after such notice is so deposited. B. Contractor's Address. Contractor's addresses and numbers for the purpose of placing this order or change orders: Attn: Richard Kirian Director, New Mexico and West Texas Region Dailey -Wells Communication, Inc. 801 Piedra Vista NE Albuquerque, New Mexico 86123 Telephone: (505) 453-2029 Facsimile: (505) 292-1943 Toll Free: (888) 311-9832 E-mail: rkirian2DWComm.com or Attn: Jim Sawyer Director of Corporate Sales Dailey -Wells Communication 3440 E. Houston St. San Antonio, TX 78219 Telephone: (210) 893-6701 Facsimile: (210) 893-6702 E-mail: jsawyernDWComm.com Purchase Orders Should be addressed to: Order Department Dailey -Wells Communications 3440 E. Houston St. San Antonio, Texas 78219 All Receivables: Accounts Receivables Dailey -Wells Communications 3440 E. Houston St. San Antonio, Texas 78219 C. City's Address. The City's address and numbers for the purposes of notice are: City of Lubbock Clifford Crow P.E., Communications Manager P.O. Box 2000 1625 13th Street Lubbock, Texas 79457 Telephone: (806) 775-2357 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Contract, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE XII INSURANCE Contractor shall provide insurance coverage as required in Exhibit B, which is attached hereto and incorporated as if fully set forth herein. ARTICLE XIII MISCELLANEOUS A. Captions. The captions for the articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any effect in construing this Contract. B. Audit. Contractor shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, Contractor's books and records with respect to this Contract between the Contractor and City. C. Records. Contractor shall maintain records that are necessary to substantiate services provided by the Contractor. D. Assigning or Subletting the Contract: The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof on insurance from the Subcontractor that complies with all contract Insurance requirements. E. Successor and Assigns. This Contract binds and inures to the benefit of the City, Contractor, and their respective successors, legal representatives, and assigns. F. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Contract is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstances, the remainder of this Contract and the application of such provision to persons and/or circumstances, other than those with respect to which it is held invalid or ineffective, shall not be effected thereby. H. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification or alteration is in writing, dated subsequent to this Contract, and duly executed by the Contractor and City. I. Entire Agreement. This Contract, including Exhibits A and B hereto, contains the Entire Contract between the City and Contractor, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. J. At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. K. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Contractor shall not exceed the maximum rates established under the current State Travel Management Program (http://www.window.state.tx.us/t)roctn-ement/ prou/stmh/). Travel expenses must be pre -approved in writing by City. The City reserves the right not to pay travel expenses which are not pre -approved in writing. L. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. M. All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond the date of termination. N. House Bill 2015, signed by the Governor on June 14, 2013 and effective on January 1, 2015, authorizes a penalty to be imposed on a person who contracts for certain services with a governmental entity and who fails to properly classify their workers. This applies to subcontractors as well. Contractors and subcontractors who fail to properly classify individuals performing work under a governmental contract will be penalized $200 for each individual that has been misclassified. Governmental entities may want to include information on this new misclassification penalty in their contracts with entities that are providing services covered by this new requirement (Texas Government Code Section 2155.001). O. Non -Arbitration: The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control P. House Bill 1295 adopted by the 84th Legislature, created §2252.908, Texas Government Code. Section 2252.908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the governmental entity or state agency a disclosure of interested parties at the time the business entity submits the signed contract to the govermmental entity or state agency. §2252.908, Texas Government Code requires the commission to adopt rules necessary to implement the new disclosure requirement and to prescribe the disclosure form. Section 2252.908 requires the disclosure form to be signed by the authorized agent of the contracting business entity, acknowledging that the disclosure is made under oath and under penalty of perjury. Section 2252.908 applies only to a contract that requires an action or vote by the governing body of the governmental entity or state agency before the contract may be signed or has a value of at least $1 million. Instructions for completing form 1295 may be found at http://www.ethics.state.tx.us/whatsnew. Q. The Contractor warrants that it complies with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code verifying that: (1) The Contractor does not boycott Israel; and (2) The Contractor will not boycott Israel during the term of the Agreement. R. Senate Bill 252 prohibits the City from entering into a contract with a vendor that is identified Comptroller as a company known to have contracts with or provide supplies or services with Iran, Sudan, or a foreign terrorist organization. IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. CITY OF LUBBOCK Danie . Pope, ayor ATTEST: Rebe ca Garza, City Secr tar) APPROVED AS TO CONTENT: Mark ood4Assisfa& City Manager APPROVED AS TO FORM: A� 11i Leisure, Assistant City Attorney Print Name: ► w� S pv� y 1i� Title:71'1�;.�! o� 41, AM ro EXHIBIT A City of Lubbock, TX Radios Shop Parts and Equipment Equipment Product Category Discount % off MSRP db Spectra IE: Tower Top Amps, Combiners, PDU 10% Cicso IE Routers Switches, Firewall 5% Spectracom IE: Clock Controllers 5% Nokia IE: Microwave and Equipment 10% Harris All Harris Communication and Tait Equipment Communication and Tait Equipment 25% Related Services Antennas and Miscellaneous Equipment 10% Manuals 10% Service, System Technician Hourly Rate $105 Service, Senior System Technician Hourly Rate $110 Service, System Engineering $125 Travel expense reimbursement Pre -Approved by the City EXHIBIT B City of Lubbock, TX Sole Source Radio Shop Parts and Equipment SECTION A. Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. SECTION C. The Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): TYPE OF INSURANCE GENERAL LIABILITY ® Commercial General Liability ❑ Other ❑ Claims Made ® Occurrence ❑ W/Heavy Equipment ❑ To Include Products of Complete Operation Endorsements PROFESSIONAL LIABILITY AUTOMOTIVE LIABILITY ® Any Auto ❑ Scheduled Autos ❑ Non -Owned Autos EXCESS LIABILITY ❑ Umbrella Form GARAGE LIABILITY ❑ Any Auto ❑ All Owned Autos ❑ Hired Autos COMBINED SINGLE LIMIT General Aggregate $1,000,000 Products-Comp/Op AGG X Personal & Adv. Injury X Contractual Liability X Fire Damage (Any one Fire) Med Exp (Any one Person) General Aggregate Combined Single Limit Per Occurrence $1,000,000 Each Occurrence Aggregate Auto Only - Each Accident Each Accident Aggregate _ ❑ BUILDER'S RISK ❑ 100% of the Total Contract Price ❑ INSTALLATION FLOATER ❑ 100% of the Total Material Costs ❑ POLLUTION ❑ CARGO ® WORKERS COMPENSATION — STATUTORY AMOUNTS OR OCCUPATIONAL MEDICAL AND DISABILITY ® EMPLOYERS' LIABILITY $1,000,000 OTHER: COPIES OF ENDOSEMENTS ARE REQUIRED ® City of Lubbock named as additional insured on Auto/General Liability on a primary and non-contributory basis. ® To include products of completed operations endorsement. ® Waiver of subrogation in favor of the City of Lubbock on all coverages, except CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 0f 1 Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2017-291772 Dailey and Wells Communications, Inc. San Antonio, TX United States Date Filed: 12/07/2017 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock Date Acknowledged: 12/08/2017 3 Provide the identification number used by the governmental entity or state agency to track or identify description of the services, goods, or other property to be provided under the contract. the contract, and provide a 13674 Radio Site Equipment and Maintenance Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling I intermediary Tackett, Tyler San Antonio, TX United States X Wells, JoAnne San Antonio, TX United States X Wells, Richard San Antonio, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said this the day of 20 , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2017-291772 Dailey and Wells Communications, Inc. San Antonio, TX United States Date Filed: 12/07/2017 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 13674 Radio Site Equipment and Maintenance 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary Tackett, Tyler San Antonio, TX United States X Wells, JoAnne San Antonio, TX United States X Wells, Richard San Antonio, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 I or affirm, under penalty of perjury, that the above disclosure is true and correct. SHARON LYNNE SLAUGHTER Commission # 8386640 E*�o My Commission Expires October 5, 2019 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn and subscribed before me, by the said ' -� \\ �}� y� this the _ 20 to certify which, witness my hand and seal of office. day of Signature of officer administering oath Printed name of officer administ ring oath Title of officer adminis ering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337