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HomeMy WebLinkAboutResolution - 2001-R0380 - Contract For Technology Pager Service - Stenocall Of Lubbock, Texas - 09/27/2001Resolution No. 2001-RO380 September 27, 2001 Item No. 35 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a contract for technology pager service, by and between the City of Lubbock and Stenocall of Lubbock, 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 this 27th ATTEST: - �Aj' '-" n. , . Rebecca Garza, City Secretary APPROVED AS TO CONTENT: V Victor Kilman, Archasing Manager APPROVED AS TO FORM: William de Haas Contract Manager/Attorney gs: /ccdocs/Cont-Stenocall.res. Feb. 18, 2001 day of September ,2001. WIN Y SITT AYOR PAGING SERVICES STATE OF TEXAS CITY OF LUBBOCK Resolution No. 2001-RO380 September 27, 2001 Item No. 35 This agreement, (the "Agreement"), effective as of October 1, 2001, (the "Effective Date"), is by and between the City of Lubbock, (the "City"), a Texas Home Rule Municipal Corporation, and Stenocall, a Texas corporation, whose principal place of business is located at 1515 Avenue J, Lubbock, Texas, Lubbock county, Texas (the "Contractor"). RECITALS WHEREAS, CITY OF LUBBOCK has determined there is a need to purchase paging services for City facilities; and WHEREAS, CITY OF LUBBOCK has requested and reviewed proposals for a supplier of paging services; and WHEREAS, CITY OF LUBBOCK has determined that STENOCALL can best provide paging services to CITY OF LUBBOCK; and NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Contract, the City and Contractor hereby agree as follows: ARTICLE I RETENTION OF CONTRACTOR CITY OF LUBBOCK hereby retains CONTRACTOR as an independent contractor and not an employee for purposes more particularly described in this Agreement. ARTICLE II TERM OF AGREEMENT Regardless of the date of execution, this Agreement shall become effective October 1, 2001 and continue in force until, September 30, 2002 with the option to extend the Agreement for three (3) additional one-year terms, unless sooner terminated as provided herein. Should this Agreement naturally expire without alternative provisions, this Agreement may be continued in force on a month-to-month basis under the same terms upon written request of the City of Lubbock. Paging Services Agreement, City of Lubbock and Stenocall Page 1 ARTICLE III TERMINATION The parties hereto understand and agree that after a good faith effort has been made toward the success and performance of the Agreement, if either party believes in its sole judgment that the Agreement cannot be successfully continued for any reason, either party may terminate the Agreement THIRTY (30) calendar days from receipt of said notice. Thereafter, this Agreement shall terminate, become null and void and be of no further force or effect. This Agreement shall immediately and automatically terminate upon the occurrence of any one of the following: 1. Dissolution of CONTRACTOR. 2. CONTRACTOR abandons its duties in accordance with the provision of Article IV (Duties of Contractor). 3. Failure of CONTRACTOR to perform its responsibilities under this Agreement in the highest professional manner. 4. Any substantiated allegation of criminal wrongdoing on the part of CONTRACTOR, which would substantially interfere with the performance of the duties, set out herein. 5. Failure by CONTRACTOR to cure any defaults or breach under this Agreement within ten (10) days after receiving notice in writing. 6. Whenever CONTRACTOR and CITY OF LUBBOCK mutually agree to termination in writing. 7. Failure of CONTRACTOR to perform as provided in the RFP. 8. The City Council for the City of Lubbock, in its sole discretion, does not approve or terminates funding for paging services. Upon termination of this Agreement under any provision, CONTRACTOR shall be entitled to receive only the unpaid accrued compensation as of the date of termination. ARTICLE IV DUTIES OF CONTRACTOR CONTRACTOR shall be responsible for all duties specified in RFP #130-01/RW, attached hereto as Exhibit A and made a part of this Agreement. The duties of CONTRACTOR include but are not limited to the following: Paging Services Agreement, City of Lubbock and Stenocall Page 2 1. Provide reliable coverage of the City of Lubbock's desired paging areas: local, wide -area, statewide and nationwide. 2. Provide pagers, service and repairs at rates not to exceed the rates set forth in the CONTRACTOR'S RFP response. 3. Provide monthly electronic billing set up with all information currently contained in the paper monthly bill. 4. CONTRACTOR must be able to guarantee response by a qualified technician to service the equipment involved and to respond on site or be available in the office within no more than one hour after a trouble call is placed. 5. CONTRACTOR must have replacement pagers readily available. 6. In situations involving loss of critical equipment for more than 4 hours, at the City's discretion, CONTRACTOR grants the City the option of requiring that the CONTRACTOR defer to immediate service by the original equipment manufacturer at no cost to the City. ARTICLE V DUTIES OF CITY OF LUBBOCK CITY OF LUBBOCK shall make payments to CONTRACTOR as specified in ARTICLE VI. ARTICLE VI PAYMENT TERMS CITY OF LUBBOCK shall pay directly to CONTRACTOR based on monthly invoices, broken out by cost center, for equipment and services in accordance with CONTRACTOR's response to RFP Number 130-01/RW which, with the Specifications for RFP Number 130-01/RW, are by this reference incorporated in full into this Agreement. Payment should be constant for the term of this contract and shall be made monthly. CITY OF LUBBOCK shall make all payments to CONTRACTOR and shall under no circumstances make any payments directly to CONTRACTOR's personnel for any services rendered to CITY OF LUBBOCK. The CITY OF LUBBOCK will not be liable for expenses of replacement pagers or other service calls without the authorization from the Telecommunication Department Staff. City employees are not allowed to receive additional or replacement pagers Paging Services Agreement, City of Lubbock and Stenocall Page 3 without CONTRACTOR contacting the Telecommunication Department prior to any service performed. ARTICLE VII RELATIONSHIP OF PARTIES None of the provisions of this Agreement are intended to create nor shall be deemed or construed to create any relationship between the parties other than that of independent entities contracting with each other solely for the purpose of affecting the provisions of this Agreement. It is expressly acknowledged and agreed that neither of the parties, nor any of their employees shall be construed to be agent, employer or representative of the other nor shall any provision of this Agreement create any right in CITY OF LUBBOCK to exercise control or direction over the business of CONTRACTOR provided, however, that all services provided to CITY OF LUBBOCK hereunder shall be provided and delivered at all times in a manner consistent with the standards of CONTRACTOR's profession, the terms of this Agreement and all applicable laws, rules and regulations of authorities having jurisdiction over CITY OF LUBBOCK. Personnel provided by CONTRACTOR are not employees of CITY OF LUBBOCK nor are they entitled to any direct compensation nor any benefits or rights of CITY OF LUBBOCK employees as from time to time may be established, and shall provide products for the benefit of CITY OF LUBBOCK through CONTRACTOR and only pursuant to this Agreement. CITY OF LUBBOCK has hired CONTRACTOR to provide paging services, as such; CONTRACTOR has the duty and obligation to perform all obligations to CITY OF LUBBOCK under this Agreement in the highest professional manner. No property owned by or referencing CITY OF LUBBOCK or one of its subdivisions shall be used by any employee, staff member or representative of CONTRACTOR without express approval by the authorized CITY OF LUBBOCK representative and then shall be used only for professional purposes within the parameters of this Agreement. ARTICLE VIII INDEMNIFICATION CONTRACTOR shall indemnify and hold CITY OF LUBBOCK harmless from and against any and all claims, demands, costs, expenses, liabilities and losses (including reasonable attorney's fees) which may arise out of any acts or failure to act of CONTRACTOR, its employees, agents or contractors in connection with the performance of services pursuant to this Agreement. Paging Services Agreement, City of Lubbock and Stenocall Page 4 ARTICLE IX MISCELLANEOUS This Agreement, Specifications for RFP Number 130-01/RW and CONTRACTOR's response to RFP Number 130-01/RW constitute the entire understanding between the parties, and no other agreements, representations or contract shall be binding on any of the parties unless set forth in writing and signed by all parties. Should the documents comprising this understanding contain conflicting provisions, provisions of the RFP Specifications shall have priority. This Agreement supersedes all other prior agreements, either oral or written between the parties with respect to the provision of office supplies to be provided by CONTRACTOR to CITY OF LUBBOCK and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner. Each party to this Agreement acknowledges that no inducements or promises, oral or otherwise, have been made by any party or anyone acting on behalf of any party that are not embodied in this Agreement. The invalidity or unenforcability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. Neither party under this Agreement shall have the right to assign or transfer its rights to any third party without prior written consent of the other party. The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the law of the State of Texas and venue shall be in Lubbock County, Texas. ARTICLE X NOTICES All notice required under this Agreement shall be sent postage prepaid U. S. Mail or hand delivered to the parties at the following addresses: CONTRACTOR: Stenocall PO Box 10127 Lubbock, TX 79408 or Stenocall 1515 Avenue J Lubbock, Texas 79401 Paging Services Agreement, City of Lubbock and Stenocall Page 5 CITY OF LUBBOCK: City of Lubbock Information Technology 916 Texas Avenue Lubbock, TX 79457 Effective as of the Effective date hereof. CITY OF LUBBOC JE STENOCALL: Windy Sitton V Dusty Earl Mayor ATTEST: Rebecca7r 2 City Secretary APPROVED AS TO CONTENT: CAMAIZrr-�— "um Sharlett Chowning Director of Information Technology Executive Vice-President/General Manager William de Haas Contract Manager/Attorney Paging Services Agreement, City of Lubbock and Stenocall Page 6