TECHNICAL SERVICES FOR POLICE FIBER OPTIC PROJECT
I
I
TECHNICAL SERVICES AGREEMENT
THIS AGREEMENT is made this jJi41ay of ~ , 1997 by and
between BAY RESOURCES, INCORPORATED (sometimes called "we" or "Bay") and
the CITY OF CLEARWATER, CLEARWATER POLICE DEPARTMENT located at
645 Pierce Street in Clearwater, Florida 33756 (sometimes called "you "or the "City ").
The Parties mutually agree as follows:
1. Instruments Incorporated Herein. We have received and read your Request for
Proposal, 160-97 for hardware and services for a Police Fiber Optic Project. (This
document is referred to herein as "the RFP.") The terms and conditions of the RFP are
incorporated by reference in this Agreement and are made a part of this Agreement
without exception. In response to the RFP, we have submitted a written proposal to
furnish and install such a Police Fiber Optic Project for the Clearwater Police
Department. (This document is referred to herein as our "Bid Response".) The
provisions of our Bid Response are also incorporated by reference in this Agreement and
are made a part of this Agreement. We agree to comply with all promises, covenants,
warranties and representations contained this Agreement and well as those contained in
the RFP and the Bid Response.
2. Statement of Work. We will provide you the hardware and services for the Police
Fiber Optic Project (the "Work"), as are set forth and described in the RFP. The RFP
also contains other specific terms and conditions that we are required to meet to fulfill
our obligations . Work is to commence within four (4) weeks of City Commission
action. Completion date will be within sixty (60) days of receipt of the required State
permit(s). The RFP and the Bid Response shall collectively be referred to herein as the
"Statement of Work".
3. Changes to the Statement of Work. When both of us agree to change the Statement
of Work, we will both sign a written description of the change. Changes in the
Statement of Work may affect the charges, estimated schedule, or other provisions.
Depending on the scope of the requested change, we may charge you for our effort to
analyze it. We will then give you a written estimate of the charges for the analysis. We
will do the analysis only on your written authorization.
4. Price. The total extended price (excluding tax) for the Work shall be $186,189.80 as
is more fully set forth in Section 11.7.8 of the Bid Response. You agree to pay the
price according to the terms in Section 15 of your RFP. The City of Clearwater is a tax
exempt entity.
"i' /)
i/ ,-'
. '.. 'I,. ~)
, .,/ '-
O '\
/) \
'" .
I
I
5. Payment. You agree to promptly pay us according to the payment schedule in the RFP.
If not, you agree to pay us interest on the unpaid balance from the due date, until fully
paid, at the rate of 1 % per month.
6. Our Representations. We warrant and represent that we have the corporate or other
necessary power and authority to make and perform this Agreement. The making and
performance of this Agreement by us has been duly authorized by all necessary
corporate or other action. Our doing so will not violate any provision of law of our
Articles of Incorporation or Bylaws.
7. Warranties. We warrant that we will perform the project services in a competent
manner and according to its current description contained in the Statement of Work.
The hardware and equipment we provide shall be new . We otherwise agree to comply
with the warranty provisions set forth in Section 15 of the RFP. We provide a limited
warranty that the hardware will be free from defects in material and workmanship for
a period of 1 year from the date of installation. If a component fails during this period
and such failure is caused by a defect in material and/or workmanship, then we shall,
at our option, repair or replace the failed component. This warranty shall become void
if the hardware is altered, repaired or moved by anyone other than us, our employees,
or agents. This warranty does not cover damage to the hardware caused by;
mishandling, abuse, improper storage or operation, accident or disaster, acts of God
such as fire and water damage. We do not manufacturer the hardware we sell to you.
We warrant and agree that you will be eligible for each manufacturer's standard
warranty (if there is one) that the manufacturer may provide for new hardware. Such
warranties will pass directly from the manufacturer to you. You also agree to comply
with the manufacturer's requirements as to the establishment and maintenance of the
manufacturer's warranty, and as to claims procedures.
THESE WARRANTIES REPLACE ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Complaint Resolution. You agree to notify us in writing as to any bona fide dispute
as to hardware or services at the time it arises. The notice will provide the details of
the complaint. We both agree to use our best efforts to promptly resolve the dispute
within 15 days.
9. Force Majeure. Our obligations hereunder shall be suspended to the extent and for the
period of time that it is hindered or prevented from performing because of acts of God,
fires, hurricanes, storms, water, unreasonable delays in transportation, governmental
action, or any other cause beyond our reasonable control.
10. Grant of Security Interest. You shall acquire title to the hardware when you pay us
in full, plus all applicable taxes. As long as any part of the price for the hardware and
services remain outstanding, we retain title to it and we shall retain a security interest
Page 2
I
I
in the hardware until all amounts due are paid in full. You agree to execute any
documents which are necessary to perfect our security interest in the hardware including
but not limited to a UCC-l form.
11. Non-Solicitation of Personnel. You agree that during the existence of this Agreement,
and for one year after that, you won't hire, or engage the services of our employees or
independent contractors involved with this project, directly or indirectly through
intermediaries organizations, in any manner, including as an employee, consultant,
independent contractor, competitor or otherwise. We may seek injunctive relief to
enforce this provision.
12. Indemnity
a. Patents and Copyrights. If any hardware sold and delivered hereunder is covered
by any patent, copyright, or application therefor, we will indemnify and save the
City of Clearwater, its elected or appointed officers, employees and agents harmless
from any and all loss, cost or expense due to any and all claims, suits, or judgments
on account of the use or sale of such goods due to Bay's violation of rights under
such patent, copyright, or application. Bay agrees not to violate or infringe any
trademark, patent, copyright, trade secret or any other proprietary right of another
thereon.
b. Save Harmless Clause. We agree to indemnify, hold harmless, and save and
defend the City, its elected or appointed officers, employees and agents, from and
against all claims, liens, liability, loss or damage including, but not limited to,
costs, expenses, and attorney's fees, which damage or injuries arise out of or in
connection with, directly or indirectly, our acts, omissions or negligence that may
arise out if this Agreement.
c. Items for Which Bay is Not Liable. Except as otherwise specified in Section,
BAY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS
OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL,
EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO LIMIT A TION
AS TO DAMAGES FOR PERSONAL INJURY IS INTENDED.
13. Law. The prevailing party is entitled to reasonable attorneys' fees and costs in
enforcing its rights under this Agreement. Both Bay and the City expressly waive any
right to a jury trial in any lawsuit, proceeding or counterclaim between us arising from,
or based on, this Agreement or arising from our dealings or our relationships, so that
trial shall only be by the court.
THE CITY OF CLEARWATER REQUEST FOR PROPOSAL 160-97; ITS
ATTACHMENTS; THE WRITTEN PROPOSAL SUBMITTED BY BAY
RESOURCES INCORPORATED; AND THIS INSTRUMENT;
Page 3
. ('"-- ...
I
I
COLLECTIVELY FORM THE COMPLETE AGREEMENT (THE
"AGREEMENT") BETWEEN US REGARDING THESE TRANSACTIONS.
THEY SUPERSEDE ALL PRIOR AND CURRENT NEGOTIATIONS,
COMMUNICATIONS, REPRESENTATIONS, AGREEMENTS, AND
UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THEIR
SUBJECT MATTER. THE "AGREEMENT" MAY NOT BE DISCHARGED
OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
BOTH PARTIES. THE TERMS OF THE AGREEMENT PREVAIL OVER
THE TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR
INVOICE.
AGREED:
BAY RESOURCES, INCORPORATED
TH CITY OF CLEARWATER
By: &~-'-/~'7h
1 ignature
.R/e~t) w, C~ V ~
Please Print Name
By:
Title: v'lee?~
By:
Date:
OC!!.-T: I V, 1997.
.
Date: 11- / .J - q 1
,1997.
ATTEST:
~~~~~
~cynt . a E. Goudeau, City Clerk .
Approved as to Form: .
gc~ ,
ohn Carassas, Asslstant Clty Attorney
Page 4