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-- CHANGE Contract Transactions ,.
- - Contract Number 4466 - -
- - - -
. .Vendor Name INTERMEC TECHNOLOGIES CORPORATION - -
· .Subj ect EVIDENCE TRACKING - WIRELESS ,.
,.Department POLICE ,.
"Status Code PUR ,.
- - Amount $14914.13 ..
- - Begin Date 12/08/2004 .,
- - Insurance End Date 01/15/2005 ,.
-.- Type Amount Review Date 02/15/2007 .},
,. GL $5000000.00 - -
,. AL $1000000.00 -.-
-- ,.
-.- Insurance Total $6000000.00 ,.
=l= Insurance Review Date 10/01/2005 ,.
-- ,.
-- Comments CERT OF INS UNACCEPTABLE - NOTIFICATION SENT 12/04 =l=
- - VAULT 01/01/2007 - -
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.. CHANGE Contract Transactions ..
-- Contract Number 4466 --
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= :Vendor Name INTERMEC TECHNOLOGIES CORPORATION -,-
"Subj ect EVIDENCE TRACKING - WIRELESS of
, ,Department POLICE ~
"Status Code PUR
-- Amount $14914.13 ,',
-- Begin Date 12/08/2004 "
.. Insurance End Date 01/15/2005 "
:1, Type Amount Review Date 01/01/2005 "
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-- Insurance Total $0.00 "
-- Insurance Review Date 01/01/2005 i'
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.. Comments NEED CERTIFICATE OF INSURANCE - T SHOTIS 12/14/04
T of
of of
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GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City ofBremerton, a Washington Municipal Corporation
("City"), and Intermec Technologies Corporation ("Vendor" or "Intermec"), whose mailing address is: Intermec
Technologies Corporation, 6001 36th Ave W, Everett, W A 98203.
The parties agree as follows:
1. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the
following services for the City:
A. To conduct a RF site survey (as specified in the work request) to determine the number of access
points and antenna types required and their respective locations in the facility.
B. To physically tag or label all access point and antenna locations.
e. To provide all the required specifications to facilitate the installation and implementation ofthe RF
data communications system and achieve the desired coverage.
D. To provide all the required specifications needed to run the necessary cabling; including data and
power for P.O.E. (Power Over Ethernet) installations as identified by access point model or
specification number, approximate length, route, location, and termination points. Note: This may
be affected by building codes, facilities department, or third-party contractor input.
E. To provide the completed site survey document within two business days of completion of the site
survey, to include:
(I) Picture of each access point location showing antenna placement and orientation.
(2) Drawing of the facility showing access point locations
(3) Drawing of the facility showing data and power cable runs with approximate footages to the
hubs or wiring closets.
(4) Equipment list of required components.
F. To provide all the equipment, supplies, installation, and other services described in Ex. A.
In order to facilitate the foregoing, the City agrees:
A. To provide current blueprints or scaled drawings of the facility, prior to or at the time of arrival of
the surveyor. Required blueprints and/or drawings must be provided before a site survey can
be performed. The requirement is for two paper copies or in an agreed-to electronic format. A
written release must be provided with copyrighted drawings in order to copy and reduce them for
site survey report.
B. To define the areas of desired RF coverage and specify transfer rate per request form.
e. To provide safe and timely access to all areas to be surveyed.
D. To provide existing hub or wiring closet location that each access point will be cabled to or the
preferred location, if a hub or wiring closet is non-existent.
E. Intermec must be notified of any cancellations or rescheduling at least 24 hours prior to the assigned
date of these services in order for City to avoid charges for technical time and/or travel expenses.
Also any inaccurate documentation or information, as well as any preparatory work not being
completed, could lead to delays, additional charges, or both.
2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services
within thirty (30) calendar days from the date all parties have signed this Agreement.
3. COMPENSA nON. The City shall pay the Vendor the total amount of$14,914.13, including applicable
Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. The City shall
pdy the Vendor within forty-five (45) days from completion of the services described in Section 1. The City shall
pay the Vendor within forty-five (45)days of Intermec's installation of any goods and materials. However, ifafter
the site RF survey identified above it is determined by the City that the system is not desirable, the City may
terminate this agreement at will and without penalty, and only owe $1,430.98 notwithstanding the language in
Section 5.
A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for
any defective or unauthorized goods, materials or services.
B. Final Payment: Waiver of Claims. THE MAKING OF FINAL PAYMENT SHALL CONSTITUTE
A WAIVER OF VENDOR CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE
AND IDENTIFIED BY Vendor AS UNSETTLED AT THE TIME REQUEST FOR F1NAL
PAYMENT IS MADE.
4. INDEPENDENT CONTRACTOR. Contractor is and shall be at all times acting as an independent
contractor and not as an employee of the City. The Contractor shall secure at its expense, and shall be responsible
for all payments of income tax, social security, state disability insurance compensation, unemployment
compensation, and all other payroll deductions for the Contractor, officer, agents, employees and sub-contractors.
The Contractor shall also secure all applicable business licenses, if required, in connection with the contract
services, including all required licenses for Contractor's officers, agents, employees and sub-contractors.
5. TERMINATION. The City may terminate this Agreement for good cause. "Good cause" shall include,
without limitation, any one or more of the following events:
A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper
materials for completion of this Agreement.
B. The Vendor's failure to complete this Agreement within the time specified in this Agreement.
C. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor.
D. The Vendor's failure to comply with federal, state or local laws, rules or regulations.
E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt.
If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due
under this Agreement until the goods, materials and services required by this Agreement are completed and fully
performed.
6. CHANGES. The City may issue a written change order for any change in the goods, materials or services to
be provided during the performance of this Agreement. If the Vendor determines, for any reason, that a change
order is necessary, Vendor must submit a written change order request to an authorized agent of the City within
fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the
requested change. If the City determines that the change increases or decreases the Vendor's costs or time for
performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement
with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine
the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon
receiving a written change order from the City. If the Vendor fails to require a change order within the time allowed,
the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the
contract work.
A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change
order, another written order, or an oral order from the City, including any direction, instruction,
interpretation, or determination by the City, the Vendor shall:
(1) Immediately give a signed written notice of protest to the City;
(2) Supplement the written protest within fourteen (14) calendar days with a written statement
that provides the following information:
a. The date of the Vendor's protest.
b. The nature and circumstances that caused the protest.
c. The provisions in this Agreement that support the protest.
d. The estimated dollar cost, if any, of the protested work and how that estimate was
determined.
e. An analysis of the progress schedule showing the schedule change or disruption if the
Vendor is asserting a schedule change or disruption.
(3) The Vendor shall keep complete records of extra costs and time incurred as a result of the
protested work. The City shall have access to any of the Vendor's records needed for
evaluating the protest.
The City will evaluate all protests, provided the procedures in this section are followed. If the City
determines that a protest is valid, the City will adjust payment for work or time by an equitable
adjustment. No adjustment will be made for an invalid protest.
B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed
promptly to provide the goods, materials and services required by the City under this Agreement.
C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by: (1)
endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides.
A change order that is accepted by Vendor as provided in this section shall constitute full payment
and final settlement of all claims for contract time and for direct, indirect and consequential costs,
including costs of delays related to any work, either covered or affected by the change.
D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also
waives any additional entitlement and accepts from the City any written order (including directions,
instructions, interpretations, and determination).
E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section,
the Vendor completely waives any claims for protested work and accepts from the City any written
order (including directions, instructions, interpretations, and determination).
7. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within
fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages,
additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be
conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance
with the applicable provisions of this Agreement; or, if(and only it) no such provision is applicable, unless that
claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor
knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must
include the information set forth regarding protests in Section 6(A)(2)(a)-(e).
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME
ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE
FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY.
Vendor must, in any event, file any claim or bring any suit arising from or connected with this Agreement
within 120 calendar days from the date the contract work is complete.
8. WARRANTY. Intermec warrants that the Services as outlined in Section 1 will substantially conform to the
descriptions and specifications therefore as set forth in Section 1, the applicable Order or as specified on the attached
Exhibit, or otherwise herein. Intermec warrants that the Services and the Deliverables will not infringe the
intellectual property rights (including patents, trademarks, trade dress, service mark, copyrights, trade secrets) of any
third party; and that Intermec has not misappropriated any confidential information or trade secrets of any third party
in performing the Services.
Intermec warrants the product to be free from defects in material and workmanship under normal use and service.
Intermec's obligation under this warranty is limited to correcting the defect in the product or any part thereof which
is defective in material or workmanship and which within one (1) year from the date of installation by Intermec are
returned to Intermec with transportation charges prepaid. Select products include an extended warranty period as
identified in the Intermec Price Guide. City must obtain a Return Material Authorization before the product may be
returned. If Intermec determines the product failed due to defects in material or workmanship, Intermec shall repair
or replace (at Intermec's option) the defective product free of charge.
Intermec's warranty for supplies; including spare parts, printheads, cutter assemblies, media, pre-printed labels and
batteries is limited solely to free-of-charge replacement of such supplies within ninety (90) days of shipment to City.
Replacement shall be determined by Intermec wherein such supplies fail to meet applicable specifications and were
purchased directly from Intermec for use with Intermec products and provided City has complied with the handling,
storage and shelf life requirements as specified by Intermec. Intermec shall have no responsibility whatsoever for
consumable supplies purchased from any other source.
lntermec warrants software will function in accordance with the user manual or written specifications provided with
the software for 90 days from date of shipment. If an item of software does not function as warranted, Intermec will,
without charge, attempt to correct the software, the user manual or the written specification. If Intermec is not able
to provide this correction, City may remm the software and Intermec will credit City's account for the original price
paid.
These warranties do not extend to any defect, fault, or accident, which is caused by improper or inadequate
maintenance, installation or use by City or its customers; City's software, hardware or interfacing; modifications to
the product(s) not authorized by
Intermec; misuse or misapplication of the product(s) by City or its customers; operation of the product(s) outside
environmental or electrical specifications; gross negligence accident, or disaster.
THE ABOVE WARRANTIES ARE EXCLUSIVE OF, AND IN LIEU OF, ALL OTHER WARRANTIES,
WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. NO IMPLIED
STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
SHALL APPLY. INTERMEC SHALL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED BY CITY
ARISING FROM DELAY IN THE REPLACEMENT OR REPAIR OF PRODUCTS UNDER THE ABOVE
WARRANTY.
Intermec shall not warrant and hereby specifically disclaims any express or implied warranty with respect to
coverage by Intermec RF (Radio Frequency) products unless Intermec has performed a site survey installed the RF
products. City releases Intermec fi'om any and all liability related to coverage by the RF products if Intermec has
not performed the described services.
Any representation or warranty made by any other person, including distributors, dealers, employees and
representatives oflntermec, which are inconsistent or in conflict with or additive to the terms of this Warranty, shall
not be binding on Intermec unless reduced to writing and approved in writing by an officer of Intermec.
9. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officer, officials, employees,
agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs
and attorney fees, arising out of or in connection with the performance of this Agreement. Vendor's obligation to
indemnify shall not extend to that portion of damages caused by the City's negligence.
The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid
any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in
the event of liability for damages arising out of bodily injury to persons or damages to property caused by or
resulting fi.om the concurrent negligence of the Vendor and the City, its officers, officials, employees, agents and
volunteers, the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION
CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE
51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
10. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against
claims for injuries to persons or damage to property that may arise from or in connection with the performance of the
Contract work by the Vendor, its agents, representatives, employees or subcontractors.
Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate of
Insurance evidencing:
A. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per
accident for bodily injury and property damage; and
B. Commercial General Liability insurance written on an occurrence basis with limits no less than
$1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury,
bodily injury and property damage. Coverage shall include but not he limited to: blanket
contractual; products/completed operations/broad form property damage; and employer's liability.
Any payment of deductible or self insured retention shall be the sole responsibility of the Vendor.
All required policies shall be provided on an "occurrence" basis except professional liability insurance (if
required), which shall be provided on a "claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability insurance policy, as
respects work performed by or on behalf of the Vendor and a copy of the endorsement naming the City as
additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a
certified copy of all the required insurance policies.
The Vendor's Commercial General Liability insurance shall contain a clause stating that coverage shall apply
separately to each insured against whom claim is made or suit is brought, except with respects to the limits
of the insurer's liability.
The Vendor's insurance shall be primary insurance as respects the City and the City shall be given thirty (30)
days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or
material change in coverage.
The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the
form of a duplicate of the insurance policy with all endorsements as evidence of coverage.
11. MISCELLANEOUS.
A. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement
the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not, by reason of race,
religion, color, sex, national origin, or the presence of any sensory, mental, or physical disability,
discriminate against any person who is qualified and available to perform the work to which the
employment relates.
B. Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules and
regulations throughout every aspect in the performance of this Agreement.
C. Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be
responsible for the safety of its employees, agents, and subcontractors in the performance of this
Agreement. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any
loss of or damage to materials, tools, or other articles used or held for use in connection with the
work.
D. Governing Law. This Agreement shall be govemed and construed in accordance with the laws of the
State of Washington. If any dispute arises between the City and Vendor under any of the provisions
of this Agreement, resolution of that dispute shall be available exclusively under the jurisdiction,
venue and rules of the Kitsap Cotmty Superior Court, Kitsap County, Washington.
E. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance of this
Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees
incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall
limit the City's right to indemnification under Section 9 of this Agreement.
F. Written Notice. All communications regarding this Agreement shall be sent to the parties at the
addresses listed below, unless otherwise notified. Any written notice shall become effective upon
delivery, but in any event three (3) calendar days after the date of mailing by registered or certified
mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this
Agreement.
Notices to be sent to: Notices to be sent to:
VENDOR: CITY:
Attn: Intermec Technologies Corporation Attn: Chief Robert Forbes
Contracts Dept. City of Bremerton
6001 36th Ave. W 345 6th Street, Suit e600
Everett, WA 98203 Bremerton, WA 98337-
1873
G. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the
City shall be void.
H. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall
be binding unless in writing and signed by a duly authorized representative of the City and Vendor.
I. Severability. If any one or more sections, sub-sections, or sentences of this Agreement are held to be
unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this
Agreement and the remainder shall remain in full force and effect.
J. Entire Agreement. The written provisions and terms of this Agreement, together with any attached
Exhibits, supersede all prior verbal statements by any representative of the City, and those statements
shall not he construed as forming a part of or altering in any manner this Agreement. This
Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any
language in any Exhibit to this Agreement conflict with any language contained in this Agreement,
the terms of this Agreement shall prevail.
1N WITNESS WHEREOF, the parties below have executed this Agreement.
VENDOR: CITY:
Intermec Technologies Corporation City of Bre~,l~ ~
Print Name: Ronald D. Payne.__ Print Nantle: (~art~
Its: VP Contracts Its:
Date: 11/24/04 Date:
APPROVED AS TO FORM:
Bremerton City Attorney
ATTEST:
R:~LEGAL\Contracts~Police\Goods & Services Agr. Intermedic.doc Cit~~Clerk-~7/