HomeMy WebLinkAbout2019-159 Day Wireless Systems MAINTENANCE AGREEMENT
DA Ywww.daywireless.com
WIRELESS SYSTEMS Company Number
® 03 ❑ 13 ❑ 18
FCC LICENSEE El 04 ❑ 15 ❑ 20
❑ 11 0 1 ❑
CUSTOMER NO. SHOP NO.
5038 0331
AGREEMENT DATE CONTRACT NO.
04/25/2019 1735-00
COMPANY NAME DATE MAINTENANCE BEGINS TAX
ASHLAND, CITY OF 07/01/2019 NA
ADDRESS DATE MAINTENANCE ENDS STATE
20 E MAIN ST 06/30/2020 OR
CITY STATE ZIP NEGOTIATED BY COUNTY CODE
ASHLAND OR 97520 CE 80
❑ NEW ❑ SUPERSEDE ® ADD/UPDATE ❑ DELETE ❑ CANCEL
BILLING PERIOD El MONTHLY ® QUARTERLY ❑SEMI ANNUAL El ANNUAL
NO. MONTHLY FEES
DESCRIPTION TYPE PLACE OF SERVICE
UNITS PER UNIT TOTAL
1 OTHER 168 ASHLAND 0 0
76 P.D. PORTABLE RADIOS 268 7.52 571.52
21 P.D. MOBILE RADIOS 269 7.52 157.92
2019/2020 MAINTANENCE AGREEMENT TOTAL COST $8753
AGREEMENT COVERS REPAIR LABOR AND ANNUAL FOR ONE YEAR
PM FOR CITY OF ASHLAND POLICE MOBILE & CONTRACT
PORTABLE RADIOS ONLY -REPAIR PARTS OR "FLAT 2019/2020
RATE REPAIR" EXCLUDED FROM AGREEMENT.
THE TERMS AND CONDITIONS OF THIS MAINTENANCE AGREEMENT ARE PRINTED ON THE SECOND PAGE
CLIENT DAY WIRELESS SYSTEMS
FCC LICENSEE DATE
04/25/2019
WITNESS WITNESS
CALVIN EMIGH
d'1I -J' .4 ...t A( .
AUTHORIZE NATURE 'AUTHO D' IGNATURE
NOTE: Make sure the second page is initialed by the customer.
DAY WIRELESS SYSTEMS MAINTENANCE AGREEMENT
TERMS & CONDITIONS
1. DEFINITIONS. "DWS" shall mean Day Wireless Systems. "Licensee" allowance based on the monthly maintenance fee for the time such
shall mean and apply to the FCC Licensee, or the User,or the Purchaser of interruption or interference is attributable to the fault of DWS.
the equipment to be maintained by the terms of this agreement. 9. FORCE MAJEURE. DWS shall not be responsible for any damages,
2. PERFORMANCE OF MAINTENANCE. DWS agrees to provide delay in performance or failure to perform under this Agreement if such
maintenance(as defined below)for the Licensee of the equipment described damage,delay in performance,or failure to perform is caused by any acts or
on the previous page of this agreement beginning and ending on the dates omissions of Licensee, fire, strike, or other labor disputes, embargo,
indicated in consideration of Licensee's payment of the monthly maintenance government regulations or requirements (legislative, judicial, military or
charges. Maintenance shall include the labor and parts required to repair otherwise), power failure, electrical power surges or current fluctuations,
equipment,which has become defective through normal wear and usage. lightning strike, flood war, water, the elements, or other forces of nature,
3. MAINTENANCE STANDARDS. delays or failures of transportation, equipment shortages, suppliers'failures
a. The equipment will be maintained by DWS in accordance with or other causes beyond its reasonable control, whether or not similar to the
these standards:(I)Motorola parts of equal quality will be used; (II)oil,water, foregoing.
dust and foreign substances will be removed from the equipment; (Ill) the 10. AUTOMATIC RENEWAL. After the"Date Maintenance Ends"indicated
equipment will not be subject to mechanical abuse;(IV)the equipment will be on the previous page of this agreement, this agreement shall continue for
maintained at the levels necessary to provide the required communication; successive additional periods of 1 month, provided that either DWS or the
(V) routine maintenance procedures will be followed; and (VI) all Licensee may terminate this agreement on the"Date Maintenance Ends"or
maintenance work will be done by qualified technicians. The equipment will thereafter upon 30 days written notice to the other party sent by certified mail
be inspected and adjusted periodically and as often as required. to the address indicated herein.
Maintenance service does not insure uninterrupted operation of the 11. WAIVER. Failure or delay on the part of DWS to exercise any right,
equipment. power,or privilege hereunder shall not operate as a waiver thereof.
b. EXCEPT FOR THE FOREGOING, DWS MAKES NO OTHER 12. PRIOR NEGOTIATIONS.This contract constitutes the entire agreement
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED of the parties hereto and shall supersede all prior offers, negotiations, and
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR agreements.
PURPOSE. 13. AMENDMENT. No revision of this agreement shall be valid unless
4. TIME AND PLACE OF MAINTENANCE WORK. Maintenance work on made in writing and signed by a General Manager or corporate officer of
the base station and other fixed equipment shall be performed at the location DWS and an authorized agent of the Licensee.
of the equipment,and the Licensee shall furnish heat,light,and power at the 14. CONTROLLING LAW. The parties agree that the terms of this
locations. Mobile units and removable equipment shall be delivered by the Agreement shall be interpreted in accordance with the laws of the state of
Licensee to the place of service indicated on the previous page of this Oregon. Licensee agrees that venue of any action to enforce this Agreement
agreement. shall be in Multnomah County,Oregon.
5. EXCLUSIONS. 15. WAIVER OF BREACH. The waiver by DWS of any term under this
a. This agreement does not include maintenance of any transmission Agreement is not a waiver of any other term or the waiver of the same term
line,antennas,tower,or tower lighting, unless such work is described on the at any other time.
previous page of this agreement, such maintenance may be furnished upon 16. NOTICES.Any notice required or permitted to be given under any of the
request at mileage, materials, and labor rates prevailing at the time of each provisions of this Agreement or governing law shall be given in writing and
call. either hand delivered or sent by certified first class mail, postage prepaid,to
b. Maintenance does not include the repair or replacement of the Licensee's address on the face of this Agreement and to DWS at 4700
equipment which has otherwise become defective, including, but not limited SE International Way,Milwaukie,OR 97222.
to,damage caused by accidents,physical abuse or misuse of the equipment, 17. ATTORNEYS' FEES. In the event DWS retains an attorney to compel
acts of God, fires, and does not include extensive maintenance or compliance with the terms of this Agreement, DWS shall be entitled to
replacement of equipment due to interference, intermodulation, or other recovery attorneys'fees,collection costs incurred, and any other associated
degrading signals causing poor service that the equipment is not designed to fees and charges.
reject. 18. SEVERABILITY.If any portion of this Agreement is declared invalid,the
6. PAYMENT. remainder of this Agreement shall continue to be binding upon the parties.
a. DWS shall invoice Licensee on a monthly, quarterly, semi annual 19. ENTIRE AGREEMENT. This Agreement constitutes the entire
or annual basis for all amounts due under this agreement. Licensee agrees Agreement between Licensee and DWS. This Agreement may be amended
that payment shall be made in ten(10)days after the date of the invoice. only by written instrument executed by both parties.
b. Each invoice shall be due and payable whether or not the 20. LIMITATION OF LIABILITY. In no event shall DWS be responsible to
equipment is operating, and DWS may terminate this agreement by giving the Licensee for any indirect,special or consequential damages or lost profits
Licensee ten (10)days notice by certified mail if the Licensee defaults in its arising out of or related to this Agreement or the performance or breach
payment to DWS. thereof. DWS's liability to the Licensee, if any, shall in no event exceed the
7. FCC RECORDS. Application and statements of fact when required by total amount paid hereunder to DWS by the Licensee.
the Federal Communications Commission must be subscribed and sworn to
by the Licensee, and the Licensee is responsible for meeting FCC
requirements. However, DWS will provide the Licensee with forms, advice,
and technical assistance, including frequency, modulation and power
measurements,to aid in meeting those requirements.
8. INTERRUPTION OF SERVICE. The Licensee shall notify DWS in the -event of the failure le time,e,malfunction
the Lic n e the shall notify If DWS fails to r repair the unit �
within a reasonable time,the Licensee shall notify the Headquarters Office in
DAy �-
writing.After said notice from the Licensee to the Headquarters Office, DWS
shall be liable for any interruption or interference affecting the use of or
transmission through the equipment maintained to the extent of a pro rate WIRELESS SYSTEM S
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CUSTOMER INITIAL ATE
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Addendum to 1
DAY WIRELESS SYSTEMS MAINTENANCE AGREEMENT(the "Agreement") 1
i.
between
DAY WIRELESS S " "
YSTEMS( DWS )
and 2
THE CITY OF ASHLAND ("USER")
To the extent this Addendum and the Terms and Conditions of the Agreement conflict, this
Addendum shall control. This Addendum amends the Terms and Conditions of the Agreement as
follows:
1. Add the following new Section 21 to the Agreement as follows: 3
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21. The following laws of the State of Oregon are hereby incorporated by reference into i
this Agreement: ORS 279B.220, ORS 279B.230, and ORS 279B.235.
2. Add the following new Section 22 to the Agreement as follows:
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22. General Liability Insurance. DWS shall obtain and keep in effect at its sole cost during F
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the term of this Agreement commercial general liability insurance covering bodily injury F
and property damage. This insurance shall also include contractual liability coverage under g
this Agreement. The combined single limit per occurrence shall not be less than two
. million U. S. dollars ($2,000,000). An endorsement to this insurance shall name the City
of Ashland,its officials,officers, agents and employees as additional insureds to the extent i
of DWS' negligence. 1
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3. Add the following new Section 23 to the Agreement as follows:
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23. Oregon Tax Law. DWS' compliance with tax law: g
I(1) DWS represents and warrants to the USER that:
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DWS shall, throughout the term of this Agreement, including any extensions
hereof, comply with: R
(i) All tax laws of the State of Oregon, including but not limited to ORS g
305.620 and ORS Chapters 316, 317, and 318; €
(ii) Any tax provisions imposed by a political subdivision of the State of i
Oregon applicable to DWS; and 1
(iii) Any rules,regulations,charter provisions,or ordinances that implement 1
or enforce any of the foregoing tax laws or provisions.
DWS, for a period of no fewer than six (6) calendar years preceding the 3
Agreement Date,has faithfully complied with: 1
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Page 1 of 2: Addendum to Day Wireless Systems Maintenance Agreement between DWS and City of Ashland g
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(i) All tax laws of the State of Oregon, including but not lioinited to ORS
305,620 and ORS Chapters 316,31.7,and 318;
(ii) Any tax proviSions imposed by a political subdivision of the State of
Oregon applicable to DWS; and
(iii) Any rules,regulations,charter provisions,or ordinances that implement
or enforce any of the foregoing tax laws or provisions,
(2) DWS? failure to comply with the tax laws of the State of Oregon and all
applicable tax laws of any political subdiviSion of the State of Oregon shall
consfitUte a material breach of is Agreernent.
Except as specifically modified by this Addendum,the Agreement shall remain in full force and
effect
IN NVITNESS WHEREOF the paiiieslave caused this A.ddendam to be signed in their respective
names by their duly auttioxized representative as of the dates set forth below..
THE CITY OF ASHLAND,OREGON DAY WIRELESS SYS S
•
By;
13F.,
(i. St be Offic' Of b e Coinpany)
Printed Naine: 41' tilAuxar- pritted Name: ir4.,1 64A-c
Title: _ al/ *OkLs. Title: „ci
Date: 01 Date,: 7-jo:71
Page 2 02:- Addendum to Pay Wii.eless.SyffenT$MaintenanOe AgrOment 1pepive:.en DWS And City'of Ashland