HomeMy WebLinkAbout3788 RESOLUTION NO. 3 7 8 8
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBIJRN, WASHINGTON, AUTHOR►ZING THE MAYOR
AND CITY CLERK TO EXECUTE A CONTRACT WITM
GLOBAL VOICES RADIO FOR EMERGENCY RADIO
COMMUNICATION SERVICES
WHEREAS, the City of Aubum is engaged in various municipal functions,
including emergency responses; and
WHEREAS, in order to be better prepared to respond to emergencies, it
wou.ld be advantageous for the City to have aVailable to it a radio transmission
system fo� emergency and community purposes, thereby readying 'itself fo be
engaged in the installation of a Community Security Network; and
WHEREAS, Global Voises Radio is qualified and able to proviiie
consulting services in connection with the Gity's needs for the above-de.scribed
project, and is willing and agreeabie to provide such services upon the terms and
conditions contained in a Contract negotiated and agreeable to bofh parties.
NOW, THEREFORE, THE CITY COUNCIL OF TNE CITY OF AIJBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and the City Glerk are authorized to execute
an agreement in substantial conformity with the Agreement attached hereto,
marked as Exhibit "A" and inc.orporated herein by this reference.
Section 2. That the Mayor is authorized to iPnplement such administ�ative
procedures as may be necessary to carry out4he directives of this legislation.
Resolution No. 3788
November 19, 2004
Page 1
Sec4ion 3. That this Resolufion shall take effect and be in full force
upon passage and signatures hereon.
Dated and Signed this� day of Q�, 200�.
CITY OF AUBURN
_/
PETER B. IS
MAYOR
ATTEST:
/�1�6GfiCY�t�#' ���5/�2��
Danielle E. Daskam,
Gity Clerk
APPROVED AS TO FQRM:
niel B. Heid,
Gity Attomey
Resolution No. 3788
November 19,2004
Page 2 '
CITY OF AUBURN AGREEMENT
FOR PROFESSIONAL/CONSULTING SERVICES
THIS AGREEMENT made and entered into on this /D� day of W�
200�,by and between the City of Auburn, a,municipal corporation of the State of Washington,
hereinafter referred to as "Ci4}�' and Global Voices Radio hereinafter referced to as the
"Consultant"
WITNESSETH:
WHEREAS, the City is in need of a radio t�ansmission .system for emergency and
comiriunity purposes and readying itself to be eiigaged in the of installation of a Community
Security Network. Therefore, the City is in need of s.ervices to operate such system. and,
WHEREAS, the City desires to retain the Consultant to pmvide certain services in
connection with the City's work on such system; and,
WHEREAS, the Consultant is qualified and able to provide consultipg services in
connection with the City's needs for the above-described work/pmject, and is willing and
' agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, ttie parties hereto agree as follows:
1. Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described
on Exhibif"A" attached hereto and incorporated herein by this refeience. (1'he tasks
described on Exhibit "A" shall be individually referred to as a "[ask," and collectively
refer;ed to as the "se;vices.") 'fhe Consultant shall perform the services as an
independent contractor and shall not be deemed; by virtue of this Agreement and the
performance thereof; to have entered into any paztnership,joint venture, employment or
other relationship with the City.
2. Addirional Services:
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with re"spect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the ConsultanYs performance of the services there under, except as may be
provided to the contrary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), snch addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Ageement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Ag;eement except where the addendum provides to the contrary, in
Page 1 of 11
Exhibit"A"
Resolution No. 3788
November 19,2004 •
which case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
3. P.erformance.of Additional.Services Prior.:to.Execution of anAddendum.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" aze desired by the City and the time period for the completion
of such services makes the execution of addendum impractical prior to the
coriimencemeiit of the Consultant's performance of the requested services. The
Consultant heteby agrees that it sliall perform snch services upon the oral request of an
authorized representative of the City pending execytion of an addendum, at a rate of
compensation to be agreed to in connection therewith. The invoice pmcedure for any
such additional services shall be as described in Section 7 of this Agreement.
4. Con§nitanYs Representations.
, The Consultant hereby repiesents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5. Citv's Resnonsibilities.
_._
The City shall do the following in a timely mannei so as not to delay the serVices of the
Consultant:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, ieceive infomiation, interpret and define the City's policies and
d.ecisions with respect to the services.
b. Fumish the Consultant with all information, criteria, objectives, schedules and
standazds for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Consultant to
perfonn the services provided for herein.
d. Examine and eyaluate all studies, reports, memoranda, plans, sketches, and otHer
documents prepared by the Consultant and render decisions ;egarding such
documents in a timely manner to prevent delay of the services.
6. Accentable:Standazds.
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standazd accaptable to the City.
7. Comnensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant the fees and costs specified on Exhibit "B" attached
hereto and made a part hereof(or as specified in an addendum). The Consultant shall
submit to the City an invoice of time spent, costs incurred, and materials provided for the
Page 2 of 11
Exhibit"A"
Resolution No. 3788
November 19, 2004
tasks included in the scope of work provided herein, and the City shall process the
invoice or statement in the next billing/claim cycle following receipt of the invoice or
statement, and shall remit payment to the Consultant thereafter in the normal course,
subject to any conditions or provisions in this Agreement or addendum..
8. Time:for Eerformance.and Term-of A�reement.
The Consultant. shall perForm the services provided for herein in accordance with the
direction and scheduling provided on E�chibit"C"aftached hereto and incorporated herein
by this reference, unless otherwise agreed to in writing by the parties. Tlie Term of ttiis
AgrBement sHall commence on the date hereof aud shall terminate upon completion of
the performance of the scope of work provided herein, according to the schedule
provided on Exhibit "C" attached hereto, unless otherwise agreed to in writing by the
parties.
9. Ownership and Use of Docuvients.
.All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
c.alculations, working drawings and any other materials created or othenvise prepazed by
the Consultant as part of his performance of this Agreement (the "Work Products") shall
be owned by and become the property of the Ciry, and may be used by the Ciry for any
purpose beneficial to the Ciry.
10. Records Insnection and Audit.
All c,ompensation payments shall be subject to the adjustments for any amounts found.
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of np to three (3) years from the final
payment for work pedormed under this Agree.ment.
11. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while fhis Contract is in
effect,the Consultant agiees that,notwithstanding such dispute or conflict,the Consultant
shall continue to make a good faith effort to coope;ate and continue work towazd
sugcessful completion of assigned duties and responsibilities.
12. Administration of Ae.reement.
This Agteement shall be administere,d by Paul Nelson, on behalf of the Consultant; and
by the lvlayor of the City; or designee,on behalf of the.Ciry. Any written norices required
by the terms of this Agreement shall be served on or mailed to the following addresses:
Citv of Aubum Consultant
Auburn City Hall Global Voices Radio
25'West lvlain 110 2"d Street S.W., #100
Auburn;WA 98001-4998 Aaburii, WA 98001-5318
(253) 931-3000 FAX(253) 931,3053 (253) 735-6328
Page 3 of 11
Eachibit"A"
Resolution No. 3788
November 19, 2004
13. Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing aiid shall be deemed to have been dnly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing b"y certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
pazty set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Ariy party may change liis, her or its addcess by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in tkiis
section of the Agreement.
14. Insurance.
The Consnitant sfiall be responsible for mainfaining, during ttie term of this Agreement
and at its sole cost and expense, the typ_es of insurance coyerages and in the amounts
described below. The Consultant shall fumish evidence, satisfac#ory to the City, of all
such policies: During the term hereof, the Consultant shall take out and maintain in full
force.and effect the following insurance policies:
a. Coinprehensive pnblic liability irisurance, including aiitomobile and property damage, �
insuring the City and the Consultant against loss or liability for damages foi peisonal
injury, death or pmperty damage arising out of or in connection with the performance
by the Consultant of its obligations hereunder; with minimum liability limits of
$1,000,000.00 combined single limit for personal injury, death or property damage in
ariy one occurrence.
b. Such workmen's compensation and other similaz insurance as may be required by
law.
c. Professional liability insurance with minimum liability limits of$1;000,000.
15. Indemnification.
The Consultant shall indemnify and hold hazmless the City and its offic.ers, agents and
employees, or any of them from any and all claims, actions, suits; liability, loss, costs,
expenses, and damages of any nature whatsoevex, by any reason of or arising out of the
negligent act or omission of the Corisultant, its officers, agents, employees, or ariy of
them relating to or arising out of the performance of this Agreement. If a final judgnent
is rendered against the City; its officers,agents; employees and/or any of them, or jointly
against the City and the Consultant and their respective officers, agents.and employees,
or ariy of thein, the C.onsultant shall satisfy the same to the extent that snch judgment was
due to the ConsultanYs negligent acts or omissions.
16. Assi ng ment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
Page 4 of 11
Exhibit"A"
Resolution No. 3788
November 19, 2004
any liability or obligation under this Agreement, or to cause any such liability or
obligarion to beseduced to a secondary liability or obligation.
17. Amendment,Modification or Waiver.
IVo amendme,nt; modification or waiver of any condition, provision or terxn of this
Agreement shall be valid or of any effect nnless made in writing, signed by the party or
parties to be bound, or such paity's or parties' dnly authorized representative(s) and
, specifying with particularity the-nature and exfent of such ameridment, modifica4ion or
waivec. Any waiver by any party of any default of thg other party shall not effect or
impair any right ansing from any subsequent default. Nothing herein shall limit the
remedies or rightsof the parties hereto under and pursuant to this Agreement.
18. Termination and Suspension.
Either party iriay termniate this Agreement up:on written notice to the ofher party'if thg
o.ther party fails substantially to perform in accordance with the terms of this Agreement
fhrough no fault of the party terminating the Agreement.
'The City may terininate tliis Agreeinent up:on not less than sevep (7) days written notice
to the Consultant if tlie services provided for herein aze no longer needed from. the
Consultant.
If this Agreement is terminated through no fauk of tkie Coiisultant, ttie Consulfant sliall be
compensated fot services perforined prior to termination in accordance with the rate of
compensation provided in Exhibit"B"hereof.
19. Parties in Interest.
This Agreement shall be bindirig npon, and tfie benefifs and obligatioiis provided for
hereiu sfiall iriiue to and birid, 4he parties heieto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwiseprohibited by this Agreement: This Agreement is for the.exclusive
benefit of the parties hereto and it does not create a coritractual relatioriship with or ezist
for the.benefit of:any third party,inclnding contractors, sub-contractors and trieir siireties.
20. Costs to Prevailing Partv.
In the event of such litigation or other legal action, to enforce any righfs, responsibilities
or obligations underthis Agreement, the preva'iling parties shall be entitled to ieceive its
reasonable costs arid attorrieq's fees.
21. A�plicable Law:
This Agreement and the rigfits of the parties hereiinde"r sfiall be govemed by the
interpreted in accordance vi+ith the laws of tlie State of Washington and venue for any
aotion Herenrider shall be in of the county in Washington State in which Y1ie property or
project is located, and if not site specific, then in King County, Washington; provided,
Page 5 of 11
Exhibit "A"
Resolution No. 3788
November 19, 2004
however that it is agreed and understood that any applicable statute of limitation shall
, .....
commence no later than the substantial completion by the Consultant of the services.
22. Cantions, Headines and 'I'itles.
-- _ __ _ ,
All caphons, headings or fitles in the paragraphs or sections of tliis Agreement aze
inserted for convenience of reference only and shall not constitute a part of tfiis
Agreement or act as a limitation of the scope of the particular pazagraph or sections to
which they apply.
As used herein,where appropriate, the singular shall include the plural apd vice versa.and
masculine, feminine and neuter expressions shall be interchangeable. Intecpretation or
construction of this Agreement shall not be.affected by any determination as to.who is the
drafter of this Agreemerit, this Agreement having been drafted by Ynutual agreement of
the parties.
23. Severable Provisions.
Each pmvision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever,:sncH illegality or invalidity shall not affect
the validify of the remainde%of ttiis Agreement.
24. Entire.AQreement:
This Agreement contains the entire:understanding of the parties hereto in respect to the
transactions contemplated hereby arid supersedes all prior agreemenfs and undersfandings
between ttie parties with respect to such subject matter.
25. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be.one
and the same Agreement and shall becoine effective when one oi more counteiparts have
b:een $igped by each of the garties and delivered to the other party,
IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed
effective the:day and.y8ar first.set forthabobe.
CI � CONS TANT
��.
_
Peter B. Lewis, Ivlayor N___"e:. _ - �}✓� 1✓�b!✓_
Title: �Neinry /��a�zo�
Attest: � �
��(.Ui�' I�JL�a�� Naine:
Dauielle Daskam City Cletk Title:
Page 6 of 11
Exhibit"A"
Resolution No. 3788
November 19,2004
Approy :_ as to f
Daniel B. Heid, ity Attomey
Page 7 of 11
ExHibit"A"
Resolution No:3788
November 19, 2004
STATE:OF WASHINGTQN )
)ss.
COLJNTY OF��� )
__ . _
ON HIS 0�" day of , 200 , before me;personally
appeared � S aqd -,to
me ]mown to be the ' / and
of tlie ContractoT, the paity(ies) who ex cpted - the,corporation/company that ezecufed the witliin and
foregoing instrument, and acirnowledged said instrument to be.his/her/4heir the free and voluntary act.and
deed of said corporktion7company, for the uses and purposes thetein mentioned, knd on oath stated that
lhey were authorized to execute said instrument.
/ �
GIVEN under my hand and official seal this �d day of 200
,
��.........�,�
��
�E D'qs. y4, �
. ,
' ��a\SS�oN�'A9����,/ NOTARY PUBLIC in and for the State �pf
���o�pTARy Ns y Washington,residmgat (�ir��yu�fa.�J
- - - - -
', ;� >•G :Z � My Commission Expires: �/f/GSv�/
� �. PUBi� i O� �—
S�N�;•.,, � :�• -
y',19�'�O•n.��`��-,
�y�OF`W�S..-=
Page 8 of 11
Exhibit"A"
Resolution No. 3788
November 19, 2004
EXHIBIT "A"
Scope of Services for System Operation:
Consultant wil]provide programming twenty-four hours a day, seven days a week,with occa"sional down
time for engineering to usually happen early Sunday momings. Progamming will consist of music,
news, corrnrinniry 3nforniarion, spokeq word programmirig all being programmed locally by Consultants
staff and volunteers. T'he focus will be news, culture and entertainment with a uniquely Aubum focus.
Tlie City of Aubum is not responsible for tYiexontent of programs produc.ed or bioadcast on the
sfation.
Lotteries, contests, illegal material as defined by local, state, and fefleral laws for the pro.duction
oi prasentation of obscene, oi eTotic, slander or libel, invasion of privacy, licensed material,
adVertising or commercial endorsements; or unauthorized .fund-raising is prohibited:
Programming deemed "indecent" by FCC guidelines will be broadcast in "not suitable for
children" safe hazbor hours.
Broadcasting will be continuous, except for the occasional down tiine noted above. Lapses in 6roadcast
rime that exceed 72 hours will be considered a default of contract. Should there be a default of this
_ _ ___
contract, the City will have tfie right of fiist refusal to purchase all 6roadcast related e_quipment at
appraised value. A person certified in Washington as a Genera]Rea]Bstate Appraiser and selected by 1he
City s}iall do appiaisal.
Consultant will provide the technological means forthe city to�nterrupt radio progamming;at any fime
with urgent news of events that may imperil Aubuig citizens, Tliis will be eriabled with secure remote
access broadcast capabilities to be designed into the:system. The sludio will be maintained at 110 2nd
Street S.W., Aubum, WA. The initial term of this agreement for system operarion is five yeazs'and may
be cancelled for non-perforn�ance at outlined in the previous paragaph.
The Consultant shall also include in its executive-oversight boazd one boazd membership which shal]be
filled by tfie Mayor of tkie City or the Mayoi's designee.
Page 9 of l l
Ezhibit"A''
Resolation No. 3788
Noyember 19, 2004
Exhibit"B"
Services for System Operation:
The City shall pay $25,000 on an annualized basis to Global Voices Radio in 12 equal
installments upon receipt of invoice pro;ated to the terminarion of the agreement.
�
Page 10 of 11
Exhibit"A"
Resolution No. 3788
November 19, 2004
Exhibit``C"
Performance for System Operation:
Broadcasting wip be conrinuous, except for the occasiona] down rime noted above: Lapses in broadcast
rime that exceed 72 hours will be considered a default of coniract. SHo.nld there be a default of t}iis
contract, the City will have the right of fitst refusal to purchase all broadcast related equipment at
appraised value. A person certified in Washington as a Genera]Real Estate Appraiser and selected by the
City shall do appraisal.
Page 11 of I1
Exhibit "A"
Resoldtion No. 3788
November 19, 2004
CITI' OF AUBURN AGREEMENT
FOR PURCHASE OF AUBURN GOMMUNITY RADIO
THIS AGREENIENT made and entered into on this�day of �'9°lf ,
�
200 �_ , by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as "City" and Gio6a1 Voices Radio, hereinaftei
referred to as the"Contractor."
WITNESSETH :
WHEREAS, the City, as a full-service local govemment, provides a wide array of
iriunicipal and public utility services to its citizens and those falling within its service area;
and
WHEREAS, it would be to the City's advantage and to its citizens and municipal
ser4ice customeis for the City to be able to coirimunicate with its citizens and customers;
and,
WHEREAS, one way the City could effectively communicate with said cirizens
and customers would be throngh a local radio statiori; and
WHEREAS, the City has the opportunity to acquire the Contractor's radio station
and broadcasting equipment, already installed and set up within the corporate limits of the
City; and;
WHEREAS, the Contractor and the City have negotiated a price for the radio
station, its equipment and related services at a cost advantageous to the City.
NOW, THEREFORE; the parties hereto agree as follows:
1. Sale of Radio station and Services.
The Contractar agrees to convey and transfer ownership of the Auburn Community
Radio Station and equipment described on Exhibit "A" attached fieieto and
incorporated Hecein by this refererice. The Contractor sha11 also perform the
services described on Exhibit "B" attached hereto and incorporated herein by this
reference, which services shall be provided as an independent contractor and the
parties shall not be deemed, by virtue of this Agreement and the performance
thereof, to have entered into any partnership, joint venture, employment or othei
relationsHip with the City:
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performanceby the
Contractor of additional seruices with respect to related work or projects. Any such
Page 1 of 8
agreement(s) shall be set forth in writing and shall be executed by the respective
parties prior to the Contcactor's performance of the services there under, except as
may be provided to the contrary in Section 3 of this Agreement. Upon pmper
completion and execution of an addendum(agreement for additional services), such
addendum shall be incorporated into this Agreement and shall have the same force
and effect as if the terms of such addendum were a part of this Agreement as
originally executed. `The performance of services pucsuant tb an addendum shall be
subject fo the terms and condirions of this Agreement except wHere the addendum
provides to the contrary, in which case the terms and conditions of any such
addendum shall control. In all other respects, any addendum shall supplement and
be c6nstrued in accordance with the terms and conditions of this Agreement
3. Performance of Additional-Services-Prior toExecution o£anAddendum.
The parties hereby agree that situations may arise in which services other than
those described on Exhibit "B" aze desired by the City and the time period for the
completion of such serVices inakes the execurion of addendum impractical prior to
the commencement of the Contract6r's performanoe of the requested services. T'he
Contractor hereby agrees that it shall perform such services upon the oral request of
an authorized representative of the City pending execution of an addendum, at a
rate of compensation to be agreed to in connection therewith. The invoice
procedure for any such additional services shall be as described in Section 7 of ttus
Agreemeat.
4. Compensation..
As compensatiori for the puichase of the Radio Station, and for the Contraotor's
performance of the services provided for herein, the City shall pay ttie Coatraotor
as follows:
Radio Station(equipment and set-up)................... $24,500.00
5. Time for Performance.and Term.of A¢reement.
The transfer and conveyance of the Radio Starion and equipment described on
Exhibit "A" hereto shall be effected as soon as reasonably possible after this
Agreement is signad by the parties. The Contractor shatl getform the service§
described on Exhibit "B" hereto, thmugh and unril December 31, 2006, unless
othenvise agreed to in writing by the parties.
6. Eazlier Contract Replaced.and Sunerseded.
The Agreement by and between the parties appmved and suthorized by City of
Auburn Resolution No. 3788 is hereby replaced and superseded in its entirety.
7. Ownership and Use of Documents.
All documents, reports, memoranda, diag"ains, sketches, plans, surveys, design
calculations, working drawings and any othei materials created or otherwise
prepared by the Contractor as part of his performance of this Agreement (the
"Work Products") or related to and necessary for the operation of the Radio Station
Page 2 of 8
shall be oi become owned by and the properfy of the City, and ii►ay be used by tlie
City for any purpose beneficial to the City. 'Phe parties shall also cooperate and
work in good faith to transfer and secure for the City any peimits, licenses orother
mafters necessary or beneficial to the City's operation of the Radio Station.
Actions of the paities in connection herewith shall not be considered additional
tasks and no other cbmperisation shall b:e due the Contractor therefore.
8. Records Inspection and Audit:
All compensation payments shall be subject to the: adjustments for any amounts
found upon audit or otheitivise tb have been iinproperly invoiced, and all iecords
and books of accounts pertaining to any work performed under tlus Agreement
shall be subject to inspectio.n and audit by the City for a period of up to three (3)
years from the final payment forwork performed under tlus Agreement.
9. Continuatibn of Performance.
In fhe event that any dispute or conflict arises between the parties while this
Contraqt is in effect, the Coniracto; agrees that, notwithstanding such dispute or
confiict, the Contractor shall continue to make a good faith effort to cooperate and
contiriue work toward successful completion of assigned duties and responsibiliries.
10. Administration of A¢reement.
This Agreement shall be administered by Paul E. Nelson, on behalf of the
Contractor; and by the Mayor of the Gity; or designee, on behalf of the Gity: Any
written notices required by the terms of this Agreement sha11 be served on or
ii►ailed to the follbwing addresses:
Citv of Auburn Contractor
Auburn City Hall Paul E. Nelson
25 West Main 908 I Street N.E., #4
Aubum, WA 98001-4998 Aubum,WA 98002
(253) 931-3000 FAX(253) 931-3053 (253) 735-6328, (888) 735-6328
11. Norices.
All no;ices or communications permitted or required to be giyen under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed; if to a party of
this Agreement, to the address for the party set fbrth above, 6r if to a person not a
party to this Agreement, to the address designated by a party to this Agreement in
the foregoing manner.
Any party may change his,her or its address tiy giving notice in writing, sfating his,
her or its new address, to any other party, a11 pursuant to the procedure set forth in
ttus section of the Agreeinerit.
12. Insurance.
Page 3 of 8
The Contractor shall be responsible for maintaining, dpring the teim of this
Agreement and at its sole cost and expense, the types of insurance coverages and in
the amounts described below. The Contractor "shall fdiniSh evidence, satisfactory
to the City, of all such polioies. During the term hereof, the Contractor sha11 tske
out and maintain in full force and effect the following insurance policies:
a. Comprehensive public liability insurance, including automobile and
property damage, insuiing the City and tlie Contractof against loss or
liab'ility for damages for gersonal injury, death or property damage
ansing out of or in connection with the performance by the Contractor
of ita obligarions hereunder, with minimum liability limits of
$1,000,000.00 combined single limit for personal injury, death or
property damage in any one occuirence.
b. Such worlanen's compensation and otlier similaz insurance as may be
required by law.
c. Professional liability insurance with minimum liability limits of
$1,000,000.
13. Indemnificarion.
The Contractor shall indemnify and hold harmless the City and its officers; agents
and employees, or any of them from any and a11 claims, actions, suits, liability,
loss, costs, expenses, and damages of any natare whatsoever, by ariy reason of or
arising out of the negligent act or omission of the Contractor, its officers, agents,
employees, or any of them relating to or arising out of the performance of this
Agreement: If a final judgnent is rendered against the City, its officers, agents,
employees and/or any of them, or jointly against the City and the Contractor and
their respecrive officers, agents and employees, or any of them, tHe Contcactor shall
satisfy the saine to the extent that such judgment was due to the Contraotor's
negligent acts or omissions.
14. Assianment.
__ _
Neither party to tliis Agreement sliall assign any right or obligation hereunder in
whole or in part, withoyt the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall be deexned to
release the assignor from any liability or obligafion under ttris Ageement, or to
cause any such liability or obligation to be reduced to a secondary lialiility or
obligation.
15. Amendment Modification or Waiver.
No amendment, modification or waivei� of any condition, provision or term of this
Agreement shall be valid or of any effecY unless made in writing, signed by the
party or parties to be bound, or such garty's or parties' duly authorized
representafive(s) and specifying with particularity the nature and extent of such
amendment; modification or waiver. Any waiver by any party of any default of the
other party sha11 not effect or impair any right arising from any subsequent default.
Page4of8
Notbing herein shall limit the remedies or rights of the parties hereto uader and
pursuant to this Ageement.
16. Termination and Suspension.
- .
Either party may terminate this Agreement dpon written notice to the other party if
the other party fails substantially to gerform in aco6rdance with the terms of this
Agreement through no fault of the party tetminating the Agreement. The City may
ternrinate this Agreement upon not less than seven (7) days written notice to the
Contractor if the services provided for herein aze no longer needed from the
Contractor.
17. Parties in Interest.
This Agreement shatl be binding upon, and the benefits and obligarions provided
for herein shall inure to and bind, the parties hereto and their respective successors
and assigns, provided that this section shall not be deemed to permit any transfer or
assig�ment otherwise prohibited by this Agreement. This Ageement is for the
exclusive benefit of the parties hereto and it does not create a contractual
relationship with or exist for the benefit of any third party, including contractors,
sub-contractors and their sufeties.
18. Costs to Prevailing Partv.
In the event of such litigation or other legal action, to enforce any rights,
responsibilities or obligatibns under this Agreement, the prevailing parties sha11 be
endded to receive its reasonable costs and attorney's fees.
19. Applicable Law.
This Agreea►ent and the rights of the parties hereunder shall be govemed by the
idter�ireted in accordance with the laws of tlie State of Washington and venne for
any action hereunder shall be in of the county in Waslungton State in which the
property or pcnject. is located, and if not site specific, then in King County;
Washington;provided,however, that it is ageed and understood that any applicable
statute of limitation shall commence no later than the substantial completion by the
Contractor of the services.
20. Captions. Headings and Titles.
All captions, tieadings or riUes in ttie para8raphs or sections of this Ageement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the partioular paragraph or sections
to which they apply. As used herein, where appropriate, the singular shall include
the pitiral and vice veisa and masctiline, feminine and neater exp"ressions shall be
interchangeaBle.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having
been dratted by mutual agreement of the parties.
Page 5 of8
21. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Ageement.
22. EnUre A¢reement.
This Ag;eement contains the entire understanding of the parties hereto in respect to
the transactions contemplated hereby and s,upersedes a11 prior agreements and
understandings between theparties with respect to such subject matter.
23. Counterparts.
This Agreement may be executed in multiple counterparts, each of wlrich shall be
one and the same Agreement and shall become effective when one or more
wunterparts have been signed by each of the parties and delivered to the other
PaztY•
IN WITNESS WHEREOF, the parties hereto have causetl this Agreement to be
exeduted effective the day and yeaz first set forth above.
CITY 6 CONTRACTOR
� �� �
Pet._ B. Lewis, Mayor Name: �` E", n/e'�,✓
Title: �o�•vD/� 0%cerctoz
Attest:
/���QiGL�i C—'�cr,.��`� Name:
Danielle E. Daskam City Clerk Title:
Ap ov o
Daniel B. Hei , City A o y
Page 6 of B
EXHIBIT"A"
Radio Equipment
Item ModeUNumber
Mackie Mixing Board 24x8
Ultraplex CD Burner DSR-888U
Studio Sound Insulation in 2 studios
_ . _
Computers+ Software PC's (4)
Fumiture Desks, Chairs, Etc.
Music Library (On Computer)
Stddio Wiridg Various
Speakers Tannoy Active(2)
Digital Audio Tape Player PCM R300(2)
Tumtables SL1400-MK2 (2)
Website Everything Evergreen
Telephone Interface Symetrix 104A(2)
Curtains(Shades) Black
CD Players CDP XE400(2)
Surge Suppressor APC 1000(2)
Equipment Rack 1 Blae
Otazi Reel-to-Reel MX-5050
I}ist Amp+Wire DA 1600
Records 4 boxes, various
Cassette Player RS-TS232
Faz Machine HP Fax 950
Microphone EV 2020
Power Supply Mackie Class A
Refrigerator G.E.
Audio Cable 61801ezgf
mic booms 2 Large Boa;ds
Microwave Oven Kenmore
Printer Deskjet 540
Telephone Radio Shack
Gauge Wire d61801ezg-50
Crreymicboom lml-3grey
Desktop iiiio stand
Page Z of 8
EXHIBIT`B„
Scope of Services for System Operation:
Consultant will continue to provide services per ageement for professionaUconsulting services
dated December 10'",2004 and approved via Resolutiqn 37$8.
In additional to those services noted in the ag�ment, the consultam will spend time training City
staff on the equipment in order for staff to operate the station. Training must be completed by
December 31,2006..
Page 8 of 8