HomeMy WebLinkAboutPR 11789: HEALTH: PHONE SVS. COUNCIL ACTION MEMO
PUBLIC WORKS DEPARTMENT
TO
FROM
SUBJECT
DATE
Steve Fitzgibbons, City Manager
Leslie E. McMahen, P.E. Director of Public Works
P.R. No. 11789
May 20, 2002
RECOMMENDATION
It is recommended that the City Council approve Proposed Resolution No. 11789,
authorizing the City Manager to execute a Sales/Installation Agreement between the City
of Port Arthur and Verizon Select Services, Inc. for telecommunications and data
equipment and installation at the City's new Health Department Building in the amount of
$35,262.75. Funds are provided in FY 2002 Account No. 301-1601-591.82-00, ClP 170.
BACKGROUND
The City's construction contract with SeTEX Construction for the new Health Department
Building contained the provision that moving and purchase of telecommunications
equipment, installation of same and installation of all new cabling for both telephone and
data needs was to be performed by Verizon Select Services, Inc. as a subcontractor.
On May 20, 2002, Verizon informed the City that it would be unable to proceed with the
work in the manner set out in SeTEX's contract. In order to keep the work of Verizon on
schedule, the City must now execute a Sales/Installation Agreement with Verizon Select
Services, Inc. for the necessary work.
BUDGET/FISCAL EFFECT
Funds are available in FY 2002 Account No. 301-1601-591.82-00, CIP 170. A change
order will be initiated with SeTEX Construction for the deletion of the services in their
contract that will now be covered by the Agreement between the City and Verizon.
STAFFING/EMPLOYEE EFFECT
Acceptance of this recommendation will have no staffing/employee effect as this time.
SUMMARY
It is recommended that the City Council approve Proposed Resolution No. 11789,
authorizing the City Manager to execute a Sales/Installation Agreement between the City
of Port Arthur and Verizon Select Services, Inc. for telecommunications and data
equipment and installation at the City's new Health Department Building in the amount of
$35,262.75.
Leslie E. McMahen, P.E.
Director of Public Works
file c:\word\ver[zonhealthi'acility
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY
P.R. #11789
05/'20/02
MANAGER TO
EXECUTE A SALES/INSTALLATION AGREEMENT BETWEEN THE
CITY OF PORT ARTHUR AND VERIZON SELECT SERVICES, INC.
IN THE AMOUNT OF $35,262.75 FOR TELECOMMUNICATIONS
AND DATA EQUIPMENT AND INSTALLATION AT THE CITY'S
NEW HEALTH DEPARTMENT BUILDING AT 441 AUSTIN
AVENUE, SAID WORK TO HAVE BEEN DONE UNDER THE CITY'S
CONTRACT WITH SETEX CONSTRUCTION CORPORATION.
FUNDING IS AVAILABLE IN ACCOUNT NO. 301-1601-591.82-00
ClP 170.
WHEREAS, the City of Port Arthur's construction contract with SeTEX Construction
Corporation contained the provision that moving and purchase of telecommunications
equipment, installation of same and installation of all new cabling for both telephone and
data needs was to be performed by Verizon Select Services, Inc., acting as a
subcontractor to SeTEX; and,
WHEREAS, Verizon had given both the City and SeTEX a firm price for doing the
work, that being $35,262.75, and the Director of Public Works had signed off on the quote
to authorize Verizon to proceed with their work through SeTEX; and,
WHEREAS, on May 20, 2002, Verizon informed the City that it would be unable to
proceed with the work in the manner set out in SeTEX's contract and the quote rendered
by them, stating that the procedure of subcontracting fell outside of their normal affiliation
with customers; and,
WHEREAS, in order to keep the work of Verizon on schedule with SeTEX's work,
it is imperative that the City execute a Sales/Installation Agreement with Verizon Select
Services, Inc. for the necessary work, and in the amount of $35,262.75; and,
P.R. No. 11789
Page ~
WHEREAS, the Director of Pubic Works has indicated that Verizon is currently the
sole source provider for telephone and data installation and maintenance for all of the
City's telephone systems, and that they will move the Health Department's existing
telephone numbers to the new location at 441 Austin Avenue and integrate the existing
City system with another Verizon system on-site; and,
WHEREAS, the Director of Public Works has indicated that repair or installation
services and new or replacement parts for the Verizon systems are most logically and only
available from Verizon; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR:
THAT the City Manager be and he is hereby authorized to execute on behalf of the
City of Port Arthur a Sales/Installation Agreement with Verizon Select Services, Inc., in the
amount of $35,262.75 for the necessary telecommunications and data equipment and
installation work at the City's new Health Building located at 441 Austin Avenue, said
Agreement being attached hereto and made a part hereof as Exhibit "A"' and,
THAT the Director of Public Works is to take the proper steps to effect a change
order to the City's contract with SeTEX Construction Corporation for the deletion of the
services in their contract that will now be covered by the Agreement between the City and
Verizon; and,
THAT the change order will be brought back to the City Council at the earliest
possible date; and,
THAT funding is available in FY 2002 Account No. 301-1601-591.82-00, ClP 170; and,
P.R. No. 11789
Page #3
THAT a copy of the caption of this Resolution be spread upon the Minutes of the
City Council.
READ, ADOPTED AND APPROVED this
at a
the following vote: AYES:
COUNCILMEMBERS
day of A.D., 2002,
Meeting of the City Council of the City of Port Arthur, Texas, by
MAYO R ,
NOES:
ATTEST:
Acting City Secretary
APPROVED AS TO FORM:
City Attorney
APPROVED FOR ADMINISTRATION:
Steve Fitzgibbons
City Manager
Leslie E. McMahen, P.E.
Director of Public Works
file c:\word\verizon health facility
Mayor
Rebecca Underhill
Finance Director
Select Services, Inc.
Exhibit
P,R. No. 11789
1 of 4
SALES/INSTALLATION AGREEMENT
This Sales/Installation Agreement ("Agreement") is made between VERIZON SELECT SERVICES INC. ("VERIZON"), a
Delaware corporation, with its principal office located at 600 Hidden Ridge, Irving TX 75038, and
City of Port Arthur, Texas
(Company Name), hereinafter known as "Customer", with an office at
444 Fourth Street Port Arthur Tex~ 77640
Street Address City State Zip
Scope of Work VERIZON agrees to sell to Customer, and Customer agrees to purchase from VERIZON, the
hardware, equipment, materials, software, software license(s), and/or services, (hereinafter known as "System"), as
described below:
See attached quote #Cl12300155/001 for City of Port Arthur Health Department.
2. Total Cash Price Customer shall purchase the System as described in Scope of Work for a Cash Price of
Not To Exceed $35,262.75
plus applicable sales tax.
· ~ ......... ;'~ '~'; ...... ' -~=~' °'-'-- ' tnt .-.nd - """' Fi al Payme t is d
.... ,. ..............~ ...... jr, ~] ...... cqu;Fm ..... n n ue at cutover.
100%
Leasing Option If Customer elects to lease System in a separate transaction through a third party leasing
company ("Lessor") approved by VERIZON, Customer may assign its rights and obligations under this Agreement
to the Lessor, or may cause the Lessor to issue a purchase order in a form acceptable to VERIZON.
Notwithstanding such assignment or Lessor's purchase order, Customer, as lessee of the System, shall have the
right to enforce VERIZON's obligations under this Agreement and will remain responsible for performance of
Customer's obligations under this Agreement, including payment in full.
Warranty (Limited) VERIZON warrants System purchased under this Agreement against defects in material and
workmanship and that it will function substantially as described in the manufacturer's specifications for System for a
period of one year from date of cutover. VERIZON will repair or replace defective parts during the warranty period
with new or like new parts. Returned parts become VERIZON property when replaced. This warranty is void if
System is abused, misused or altered This warranty is exclusive and is Customer's only remedy.
THE WARRANTIES STATED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. VERIZON makes no warranty with respect to the performance of any
nontelecommunications system, operating system software or the performance of any applications software.
6. Agreement Provisions This Agreement includes the terms and conditions, the Software License, if any, and any
Amendments which have been signed by both parties.
7. Site Preparation Customer is responsible for timely site preparation, including, without limitation, power availability
at the equipment location, adequate environmental control and venting, and telecommunication connections,
including local and long distance service connections.
Safe Working Environment Customer shall not expose VERIZON personnel to any unsafe working conditions.
Customer is to provide a sate working environment for VERIZON employees and VERIZON subcontractors. This
safe environment includes, but is not limited to, an asbestos free environment. Work in asbestos areas must be
performed by Customer or by others on behalf of Customer. Customer expressly agrees to defend and indemnify
VERIZON and VERIZON subcontractors against all claims of injury, including death, if said injury is related to
asbestos on Customer's premises.
Revision MAR 2001
9o
10.
11.
12.
13.
14.
15.
16.
17.
']8.
Exhibit "A"
P.R. No. 11789
Risk of Loss or Damage VERIZON will assume the risk of loss of, or damage to, System equipment and rn~ials
purchased hereunder until they are delivered to the Customer's site, at which time the Customer assumes such risk.
Risk of loss/damage to Customer provided equipment shall remain with the Customer.
Force Majeure If the performance of any part of this Agreement is prevented, hindered or delayed, or otherwise
rendered impracticable by reason of any strike, embargo, flood, riot, fire, explosion, war, unavailability of materials
and/or supplies, failure or inability of public utilities to provide equipment or service, acts of God, acts of
government, or any other casualty or any other cause of any nature that is beyond the control of either party, the
affected party shall be excused from performance during the continuance of any such happening or event,
provided that the party who is unable to perform shall use its best commercial efforts to remove the cause of
nonperformance.
Security Interest Customer grants VERIZON a purchase money security interest in System until the Total Cash
Price of the System is paid in full. Customer agrees that (i) it will sign at VERIZON's request any documents
necessary to perfect such security interest; (ii) VERIZON, in an emergency as determined in its sole discretion and
when the documents described in (i) are not available, may file a copy of this Agreement in the appropriate public
records to perfect the security interest (where allowed by law); and (iii) Customer will take no action which interferes
with VERIZON's rights in (including reasonable access to) the System while subject to such security interest
Software License and Infringement Customer is granted a nontransferable, non-exclusive, sublicense to use all
software furnished under the sublicense terms established by the software owner as attached, it any, and
incorporated herein by reference. If third parties claim that customer's use of the equipment and/or software
provided infringes their U.S. Patents and/or Copyrights (not in combinations with other equipment or software),
then VERIZON and/or the software owner will, at their option, take appropriate action in a manner consistent with
the terms of the software sublicense terms; such action may include, but is not limited to, (a) defend the suit or buy
the right to use, (b) modify or replace systems, or (c) buy back the System at the Total Cash Price, less
depreciation.
Limitation of Liability VERIZON WILL NOT BE LIABLE TO CUSTOMER FOR SPECIAL, INCIDENTAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR
OTHERWISE, NOR FOR UNAUTHORIZED USAGE/TOLL FRAUD, LOST BUSINESS, LOSS OF DATA OR
UNAVAILABILITY OF ALL OR PART OF THE SYSTEM, EVEN IF VERIZON HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE PRICING GRANTED ELSEWHERE IN THIS AGREEMENT IS
BASED UPON AND IS IN PARTIAL CONSIDERATION FOR THE LIMITATIONS HEREIN.
Default Notwithstanding Article 10, Force Majeure, Customer shall be in default under this Agreement for failure
to pay any sums hereunder when due or for refusing to allow VERIZON to perform work required by this
Agreement. In such event, VERIZON may, in addition to all other remedies avaiiable and not in limitation thereof,
stop installation and maintenance of System or disable System from operation until Customer has paid the sums
due hereunder. Upon acceptance of this Agreement by VERIZON, the down payment shall be nonrefundable in
the event of default by Customer.
Assignment Either party may assign this Agreement with the others written consent, which shall not be
unreasonably withheld. Each party agrees to indemnify the other for any loss or damage arising out of or in
connection with the assignment of this Agreement Notwithstanding the above, VERIZON retains the right to
assign this Agreement to any other VERIZON entity.
Strict Performance Failure at any time to require strict performance by Customer of any Agreement provision
shall not waive or diminish VERIZON's right thereafter to demand strict compliance with any Agreement provision.
Certificates of Insurance Upon Customer's written request VERIZON shall supply appropriate certificates of
insurance.
Notices For any claim by Customer for default or breach by VERIZON under this Agreement, Customer must give
VERIZON prompt notice in reasonable detail at VERIZON's Corporate office address via certified mail or hand
delivery with a copy to VERIZON's local office address end allow VERIZON reasonable time to correct or remedy
the conditions causing any such action.
19. Authority Customer represents that it has the authority to enter in to this Agreemen:
Revision MAR 2001
Oc,'~f~:.'~t~r.~L~' T,hc tcr,,m'~ c,qd ccnd;tlcnc cf t,h[c ~,groomcnt =rs c=.%~dcrsd 2 ccnfidcnt!2~ =r~ ~:c;~
Agreement be~een the padies. Customer and VERIZON individually and separately ~ther that
neither Customer nor VERIZON will disclose any of the terms or con¢~ement to a third pa~
without the other signato~ (Customer o~N~~~ to main~n ~he ~¢
confidential nature of tW~~ thCmand~al and non-
finan~~~~co~ted herein by
re~f ........... ~[~??d ~,~es~ ~??r~pos~l(~),,r~st.for proposal response(s), work orders, documents,
21. Agreement Interpretation, Precedence, Law
Any controversy, dispute, or claim arising out of or relating to the interpretation of this Agreement shall be first
subject to a thirty (30) day negotiation period between the parties in which each party shall disclose to the other
all documents, facts, statements and any other relevant information which may have any bearing on the
dispute. Should such negotiations tail to resolve the dispute, either party may refer the dispute to arbitration in
accordance with the Commercial Arbitration rules of the American Arbitration Association. The decision of the
Arbitrator shall be based upon only this Agreement and the information disclosed by the parties during the
negotiation period, shall be final and binding, and judgment upon the award rendered may be entered in any
court having jurisdiction thereof.
B. This Agreement, governed by State of Texas Law, constitutes the entire Agreement between the parties and
supersedes all prior oral and written proposals and communications.
Co
This Agreement shall govern and take precedence over the terms and conditions of any implementing
Customer purchase order or similar document. In any conflict between the Customer's implementing purchase
order and this Agreement, the purchase order shall be construed to incorporate the terms and conditions of this
Agreement.
D. Any provision of this Agreement which may be judged to be in violation of local, state, or federal statutes shall .
not cause the entire Agreement to become null and void.
E. No action, regardless of form, arising out of this Agreement or the transactions contemplated hereby may be
brought by either party more than two (2) years after the cause of the action arises.
The parties have executed this Agreement by their duly authorized representatives as of the dates
set forth below,
For Customer
For Verizon Select Services Inc.
(Authorized Signature)
Stephen B. Fitzgibbons
Name
City Manaqer
Title
(Authorized Signature)
Narne
Title
Date
Date
Revision MAR 200 t
Exhibit *A"
P.R. No. 11789
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