Loading...
HomeMy WebLinkAboutResolution - 2005-R0548 - Contract - Stenocall - Pager Services - 11/18/2005Resolution No. 2005-80548 November 18, 2005 Item 5.24 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 City of Lubbock pager services, RFP405-115-RW, 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 18th day of Novembers , 2005. GAL, MAYOR ATTEST: [i Rebecca Garza, City Secretary APPROVED AS TO CONTENT: r MartYearwo , Chief-InNmation Officer gsllccdocs/res-Contract-Stenocali of Lubbock Nov. 3, 2005 r nkrrp n City of Lubbock Contract 6239 for Paging Services 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 WHEREAS, this agreement is made between STENOCALL (hereinafter referred to as "CONTRACTOR") and the CITY OF LUBBOCK, TEXAS (hereinafter referred to as "CITY OF LUBBOCK") acting by and through its duly authorized representative. NOW THEREFORE, the parties 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 November 18, 2005 and continue in force until, November 18, 2007 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. 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. 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 405 -115 -RW, which by this reference is incorporated in full into this agreement, and include but are not limited to the following: 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. Stenocall Contract 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 05 -115 -RW which, with the Specifications for RFP Number 05 -115 -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 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. Stenocall Contract 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. ARTICLE IX MISCELLANEOUS This agreement, Specifications for RFP Number 05 -115 -RW and CONTRACTOR's response to RFP Number 05 -115 -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 of 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 all venues shall be in Lubbock County, Texas. Stenocall Contract 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: We= "I'MOK9110 CITY OF LUBBOCK. Stenocall PO Box 10127 Lubbock, TX 79408 or Stenocall 1515 Avenue J Lubbock, Texas 79401 City of Lubbock Telecommunications Dept 916 Texas Avenue Lubbock, TX 79457 Signed or) this the 18th day of November 2005. CITY JfF LOBOCK, TEXAS City of Lubbock Mayor A T TEST: ,-Q '9 0.4-'e '.'= Rebecca Garza City Secretary S LL: Zt- a� Dusty Earl Executive Vice-President/General Manager APPROVED TO CONTENT: APPROVED AS TO FOFM: M k Yearwo d John M. Knight Chief Information Officer Attorney John/contracts/StenoccallConract05 11/01105 Stenocall Contract