HomeMy WebLinkAboutContractDocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
CONTRACT AGREEMENT
Using State Master Contract #03418
THIS AGREEMENT ("Agreement") is made as of the 27th day of October, 2023, (the "Effective
Date") by and between the City of Renton, a Washington State municipal corporation ("City"),
through its Executive Services Department and Avidex Industries LLC, ("Contractor") a Washington
Liability Company, who are collectively referred to as the "Parties", to provide Gene Coulon
Memorial Beach Park Public Address (PA) System Upgrade. City and Contractor agree as set forth
below:
WHEREAS, the City has entered into the State Master Contracts Usage Agreement (MCUA)
#21725 authorizing the use of State Contracts; and,
WHEREAS, through competitive bid process Washington State Department of Enterprise
Services (DES) awarded Contract #03418 that provides for Audio Visual hardware, accessories or
required peripherals and services including removal and installation services; and,
WHEREAS, Contractor is a listed and participating Contractor for Contract #03418.
The City and Contractor agree as set forth below:
1.Scope of Work: Contractor will provide all material and labor necessary to perform all
work described in the Scope of Work which is attached and fully incorporated into this
Agreement by reference as Attachment "A."
2.Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Scope of Work consisting of additions, deletions or modifications, the
Agreement Sum being adjusted accordingly by Parties mutual agreement. Such changes
in the work shall be authorized by written Change Order or Amendment signed by the
Parties.
3.Time of Performance: Contractor shall commence performance of the Agreement no later
than 30 calendar days after the Agreement's Effective Date.
4.Term of Agreement: The Term of this Agreement shall end at completion of the Scope of
Work, no later than 120 days from the Effective Date. This Agreement may be extended
to accomplish change orders, if required, upon mutual written agreement of The City and
Contractor.
5.Agreement Sum: The total amount of this Agreement is the sum of $46,022.49 which
includes Washington State Sales Tax estimate. This amount may be adjusted to a mutually
agreed amount based on changes to the Scope of Work.
CAG-23-395
DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
D.Final Acceptance. Final Acceptance of the Project occurs when the Public Works
Director has determined that the Project is one hundred percent (100%) complete
and has been constructed in accordance with the Plans and Specifications.
E. Payment in the Event of Termination. In the event this Contract is terminated by
the either party, the Contractor shall not be entitled to receive any further amounts
due under this Contract until the work specified in the Scope of Work is
satisfactorily completed, as scheduled, up to the date of termination. At such time,
if the unpaid balance of the amount to be paid under the Contract exceeds the
expense incurred by the City in finishing the work, and all damages sustained by
the City or which may be sustained by the City or which may be sustained by the
reason of such refusal, neglect, failure or discontinuance of Contractor performing
the work, such excess shall be paid by the City to the Contractor. If the City's
expense and damages exceed the unpaid balance, Contractor and his surety shall
be jointly and severally liable therefore to the City and shall pay such difference to
the City. Such expense and damages shall include all reasonable legal expenses
and costs incurred by the City to protect the rights and interests of the City under
the Contract.
8.Hold Harmless: Contractor shall indemnify, defend and hold harmless the City, its elected
officials, officers, agents, employees and volunteers, from and against any and all claims,
losses or liability, or any portion of the same, including but not limited to reasonable
attorneys' fees, legal expenses and litigation costs, arising from injury or death to persons,
including injuries, sickness, disease or death of Contractor's own employees, agents and
volunteers, or damage to property caused by Contractor's negligent act or omission,
except for those acts caused by or resulting from a negligent act or omission by the City
and its officers, agents, employees and volunteers.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate ... ) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
contractor and the City, its officers, officials, employees and volunteers, Contractor's
liability shall be only to the extent of Contractor's negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Contractor's waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this Agreement.
9.Insurance: Contractor shall secure and maintain:
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
10.
A.Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B.Professional liability insurance, in the minimum amount of $1,000,000 for each
occurrence, shall also be secured for any professional services being provided to
the City that are excluded in the commercial general liability insurance.
C.Workers' compensation coverage, as required by the Industrial Insurance laws of
the State of Washington, shall also be secured.
D.It is agreed that on Contractor's commercial general liability policy, the City of
Renton will be named as an Additional Insured on a non-contributory primary
basis. The City's insurance policies shall not be a source for payment of any
Contractor liability.
E.Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before executing the work of
this Agreement.
F.Contractor shall provide the City with written notice of any policy cancellation,
within two (2) business days of their receipt of such notice.
Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Contractor agrees as follows:
A.Contractor, and Contractor's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement,
shall not discriminate on the basis of race, color, sex, religion, nationality, creed,
marital status, sexual orientation or preference, age (except minimum age and
retirement provisions), honorably discharged veteran or military status, or the
presence of any sensory, mental or physical handicap, unless based upon a bona
fide occupational qualification in relationship to hiring and employment, in
employment or application for employment, the administration of the delivery of
Work or any other benefits under this Agreement, or procurement of materials or
supplies.
B.The Contractor will take affirmative action to ensure that applicants are employed
and that employees are treated during employment without regard to their race,
creed, color, national origin, sex, age, sexual orientation, physical, sensory or
mental handicaps, or marital status. Such action shall include, but not be limited
to the following employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training.
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
C.If Contractor fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D.Contractor is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws and worker's
compensation.
11.Independent Contractor: Contractor's employees, while engaged in the performance of
any of Contractor's Work under this Agreement, shall be considered employees of the
Contractor and not employees, agents, representatives of the City and as a result, shall
not be entitled to any coverage or benefits from the City of Renton. Contractor's relation
to the City shall be at all times as an independent contractor. Any and all Workman's
Compensation Act claims on behalf of Contractor employees, and any and all claims made
by a third-party as a consequence of any negligent act or omission on the part of
Contractor's employees, while engaged in Work provided to be rendered under this
Agreement, shall be the solely Contractor's obligation and responsibility.
12.Record Keeping and Reporting: Contractor shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement. The Contractor agrees to provide access to, and copies
of any records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW).
13.Public Records Compliance. To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Contractor shall make a due diligent search
of all records in its possession, including, but not limited to, e-mail, correspondence, notes,
saved telephone messages, recordings, photos, or drawings and provide them to the City
for production. In the event Contractor believes said records need to be protected from
disclosure, it shall, at Contractor's own expense, seek judicial protection. Contractor shall
indemnify, defend, and hold harmless the City for all costs, including attorneys' fees,
attendant to any claim or litigation related to a Public Records Act request for which
Contractor has responsive records and for which Contractor has withheld records or
information contained therein, or not provided them to the City in a timely manner.
Contractor shall produce for distribution any and all records responsive to the Public
Records Act request in a timely manner, unless those records are protected by court order.
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14.Other Provisions:
A.Administration and Notices. Each individual executing this Agreement on behalf
of the City and Contractor represents and warrants that such individuals are duly
authorized to execute and deliver this Agreement on behalf of the City or
Contractor. Any notices required to be given by the Parties shall be delivered at
the addresses set forth below. Any notices may be delivered personally to the
addressee of the notice or may be deposited in the United States mail, postage
prepaid, to the address set forth below. Any notice so posted in the United States
mail shall be deemed received three (3) calendar days after the date of mailing.
This Agreement shall be administered by and any notices should be sent to the
undersigned individuals or their designees.
CITY OF RENTON
Jason Seth
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6502
E-mail Address: jseth@rentowa.gov
Fax: (425) 430-6516
CONTRACTOR
Avidex
Attn: Contract Administrator
8509 154th Avenue NE
Redmond, WA 98052
Phone: (425) 274-7916
E-mail Address: dcrace@avidex.com
Fax: (425) 643-0330
B.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
C.Assignment and Subcontract. Contractor shall not assign or subcontract any
portion of this Agreement without the City of Renton's prior express written
consent.
D.Compliance with Laws. Contractor and all of the Contractor's employees shall
perform the Work in accordance with all applicable federal, state, county and city
laws, codes and ordinances. A copy of this language must be made a part of any
contractor or subcontractor agreement.
E.Conflicts. In the event of any inconsistencies between contractor proposals and
this contract, the terms of this contract shall prevail.
F Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington.
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
G.Joint Drafting Effort. This Agreement shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against one
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
H.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, King County, Washington, or its replacement or successor.
Contractor hereby expressly consents to the personal and exclusive jurisdiction
and venue of such court even if Contractor is a foreign corporation not registered
with the State of Washington.
I.Severability. A court of competent jurisdiction's determination that any provision
or part of this Agreement is illegal or unenforceable shall not cancel or invalidate
the remainder of this Agreement, which shall remain in full force and effect.
J Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
K.Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of the Parties and no one else.
L.Waivers. All waivers shall be in writing and signed by the waiving party. Either
party's failure to enforce any provision of this Agreement shall not be a waiver and
shall not prevent either The City or Contractor from enforcing that provision or any
other provision of this Agreement in the future. Waiver of breach of any provision
of this Agreement shall not be deemed to be a waiver of any prior or subsequent
breach unless it is expressly waived in writing.
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766D057B497C
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of Effective
Date above.
CITY OF RENTON
G DocuSigned by: ��!�!!31��:.land
Kristi Rowland, Deputy Chief
Administrative Officer
1055 South Grady Way
Renton, WA 98057
11/2/2023 I 11:54 AM PDT
Date
Approved as to Legal Form
_ Shane Moloney
Renton City Attorney
Non-standard (2420 Avid ex) clb 10-23-23
PAGE80F24
Avidex
Lance Bowers, COO
8509 154th Avenue NE
Redmond, WA 98052
11/2/2023 I 8:32 AM PDT
Date
Approved by Cheryl Beyer via email 11/2/2023
DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
Attachment A
City of Renton
Gene Coulon Memorial Beach Park Public Address (PA) System Upgrade
AUDIOVISUAL SOLUTION PROPOSAL
Avidex Project 220243 Version 4
STATE OF WASHINGTON
DES MASTER CONTRACT NO. 03418
Submitted by
Dave Crace
425-274-7916
dcrace@avidex.com
av1dex
Audio Video Integration & Design Excellence
8509 154th Avenue NE, Suite #100 I Redmond, WA 98052 I 425.643.0330
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
Table of Contents
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
INTRODUCTION
Our work will be completed at the City of Renton Gene Coulon Memorial Park, 1201 Lake
Washington Blvd N, Renton, WA. 98056 at the swimming beach.
OVERVIEW
Based on the 8/17/22 site walk, 10/5/22 Teams meeting, and subsequent 3/3/23 site walk,
Avidex has developed the following proposal to provide audio public address systems (PA)
in the areas outlined below.
The speaker system has been designed taking into consideration the EN 54-24
standard, which specifies the requirement for all parts of fire alarm systems. Parts 4, 16,
and 24 are the most applicable specifications to AV systems manufacturing. EN 54-24
recognizes that the exact nature of the acoustical requirements for voice alarm
loudspeakers will vary according to the nature of the space into which there are installed.
It therefore specifies the minimum requirements that apply to voice alarm loudspeakers
and a common method for testing their operational performance against parameters
specified by the manufacturers. In addition, the audio processor and amplifier include
general purpose contact closure interfaces (GPIO) for integration into the fire-life-safety
(FLS) alarm system if required by the client. The interface with the client's fire alarm
system would be provided by the client and located within the structure housing the
proposed PA system.
It is important to affirm the requirements for the new audio system installed in the space
listed above. The implemented solution needs to meet specific performance goals.
Any new system must be:
•Technically capable of supporting the intended uses.
•Reliable for the users to not require excessive support.
•Simple to operate and easy to use for all who interact with it.
•Cost-effective both in deployment and long-term operation
Systems must provide for the following considerations:
•Consistent interface for easier user recognition
•Flexible implementations capable of adapting to future technology choices.
•Compatibility with IT direction of Unified Communications
•The ability for all users to see and understand what is being presented.
•Allow control of how the image(s) are presented and allocated to the display space.
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
SCOPE
Speakers
The proposed speakers will be mounted in the following locations:
•One (1) speaker will be mounted to each of two (2) Lifeguard Towers. The towers
are the East and Central towers, the West tower is no longer in use. The Lifeguard
speakers will be mounted beneath the platform and directed towards the swim area.
•One (1) speaker will be mounted to each of two (2) Lifeguard Towers, mounted
beneath the platform and directed towards the beach area.
o The towers have burial conduit that runs from below the guard bench seat to
the Lifeguard office located in the locker room I concession building.
o The speakers @ the Lifeguard towers will be housed in a protective cage to
mitigate theft/vandalism concerns.
•One (1) speaker mounted to the roof area of the building housing the Lifeguard
offices and directed towards the parking areas.
o Avidex will work with the client on a suitable mounting location and method
and requires a weatherproof cable penetration of the building provided by
others.
Lifeguard Towers -Microphones
Each of the two (2) lifeguard towers will be outfitted with a waterproof NEMA enclosure
that provides the connection for a noise-canceling omnidirectional palm-held microphone
with talk switch. The mic includes a post to hang up the mic on the included clip when not
in use. The mic will be outfitted with a connection that allows the mic to be removed from
the NEMA enclosure during off hours for storage in the lifeguard offices for security
reasons.
Lifeguard Office -Microphone
The Lifeguard Office has a microphone identical to the lifeguard towers that supports
paging from within the office.
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
Audio -Digital Signal Processing (DSP)
The system includes a small form factor audio DSP to manage the audio parameters. This
includes system equalization based on the selected speakers and microphones.
Audio -Amplifier
The system includes a four (4) channel audio amplifier, of which three (3) channels will
be in use. The amplifier channels will drive the following areas:
•Swim Area
•Beach Area
•Parking Area
Based on our understanding, these areas will be configured as the following zones:
•Lake Area only -Zone 1
•Beach + Parking Lot only -Zone 2
•Lake + Parking Lot Areas combined -Zones 1 & 2
Control of paging to Zone 1 & Zone 2 is from the touch panel located in the Lifeguard
offices.
These zones are completely configurable in the DSP program, so reconfiguration is
possible prior to and post commissioning.
Control
The system leverages the DSP's ability to serve as a control platform and will include a
5" touch screen controller located at the rack for audio management. This includes
muting the audio system when the mies are not in use, volume, and zone control.
Additional functionality can be integrated into the system as required based on an
enhanced SOW quoted separately as needed. One example would be emergency
notification playback, as the DSP has the ability to store and playback audio files when
triggered from a FLS alarm system.
Equipment Rack
The system will utilize the existing wall mounted AV rack located in the lifeguard office.
The existing equipment will be decommissioned and turned over to the client for asset
management.
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SCHEDULE
Avidex will work with the City to finalize a schedule that meets the implementation
requirements of the project. The chart below identifies various phases in the overall
process. Please note that each job is unique and will have its own installation schedule
that will be agreed upon between Avidex and the client.
Programming
Testing
Adjustment
Cli.ent Training
Client Acceptance
Transition to Warranty
This project is anticipated to take approximately 18 week(s) from receipt of a valid
Purchase Order or an executed contract referring to this proposal document. This is not a
guarantee of delivery or installation time. Actual delivery and installation schedules will be
finalized after receipt of the purchase order.
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DocuSign Envelope ID: 852A1A80-F9A7-48FC-9209-766O057B497C
PRICING
PUBLIC ADDRESS SYSTEM UPGRADE
EQUIPMENT AND MATERIALS
MANUFACTURER EQUIPMENT AND SOFTWARE
MAINTENANCE
TECHNICAL SERVICES -includes audiovisual engineering,
offsite and on-site installation and wiring, coordination and
supervision, testing, checkout, owner training and New System
Warranty. This proposal includes non-union labor for all activities.
GENERAL & ADMINISTRATIVE
360 ° SERVICE PLAN -1 Year Essential Plan
PROJECT SUBTOTAL
SHIPPING -Ground shipping included per DES contract
SALES TAX ESTIMATE Applicable sales tax will be added to
invoices based on current tax rates on the invoice date as required
by state law
PROJECT TOTAL
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$13,197.28
$248.00
$26,784.35
$403.00
$1,168.00
$41,800.63
$0.00
$4,221.86
$46,022.49