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HomeMy WebLinkAboutR-1998-127 ARIS Corporation• • RESOLUTION NO. R-98-1 2 7 A RESOLUTION authorizing and directing the City Manager and the City Clerk of the City of Yakima to execute a professional services agreement with the ARIS Corporation for the purpose of obtaining computer integration consulting and training services. WHEREAS, the City requires certain computer integration consulting and training services; and WHEREAS, the ARIS Corporation has the personnel and expertise necessary to provide said computer integration consulting and training services to the City, and is willing to do so in accordance with the terms and conditions of the attached agreement. WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into an agreement with the ARIS Corporation for professional computer services in accordance with the terms and conditions of the attached agreement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk of the City of Yakima are hereby authorized and directed to execute the attached and incorporated agreement with the ARIS Corporation for the purpose of obtaining computer integration consulting and training services. ADOPTED BY THE CITY COUNCIL this J_ day of September, 1998. Al 1LST: City Clerk NYe/caospum/w/u osweas pm John Puccinelli, Mayor ARIS CORPORATION PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into between the ARIS Corporation, a Washington corporation (hereinafter "ARIS"), and the City of Yakima, a Washington municipal corporation (hereinafter "City"). WHEREAS, the City requires certain computer integration consulting and training services; and WHEREAS, ARIS has the personnel and expertise necessary to provide said computer integration consulting and training services to the City, and is willing to do so in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein it is agreed by and between ARIS and the City as follows: 1. Services. ARIS agrees to provide the City with computer integration consulting and training services as requested and authorized by appropriate City representatives. Such services shall be specifically described on a work order that shall be executed by an authorized representative of both parties and which shall reference this Agreement. Upon such execution, each work order shall be incorporated into this Agreement by this reference. 2. Charges; Invoicing and Payment. The City agrees to compensate ARIS a total sum not to exceed Twenty Five Thousand Dollars ($25,000.00) for all services performed under and pursuant to this Agreement. Specifically, the City shall pay ARIS in accordance with charges, fees, and expenses described in each work order as executed by the parties. Services shall be provided to the City on a time and materials basis at prevailing ARIS rates. Expenses shall be based on ARIS' actual out-of-pocket expenses reasonably incurred as a result of the performance of services under the respective work order, and as demonstrated by appropriate written receipts. Expenses shall also include all applicable taxes except for franchise taxes, income taxes, and taxes specified in Section 9 of this Agreement. ARIS shall issue payment invoices to the City on a semi-monthly basis. The City shall make payment to ARIS within thirty (30) calendar days of receipt of each invoice. All payments are expressly conditioned upon ARIS providing services hereunder that are satisfactory to the City. Page 1 of 7 (10.p mnpuur Mining-Arl.pm 3. Term of Agreement. The term of this Agreement shall commence upon full execution by the parties and shall terminate at midnight of the latest project completion date specified on a properly executed work order in place as of midnight, December 31, 2000, unless sooner terminated by either party in accordance with Section 4 of this Agreement. 4. Termination of Agreement. The City or ARIS may terminate this Agreement, with or without cause, upon fourteen (14) calendar days written notice of termination. In the event the City terminates this Agreement, the City shall compensate ARTS for all expenses reasonably incurred and services satisfactorily performed through the termination date. The City shall also reimburse ARIS for the costs of all non -cancelable committed materials that have been ordered as of the date the termination notice is received by ARTS. Upon payment by the City, such non -cancelable committed materials shall become the property of the City. 5. Records and Progress Reports. ARIS shall keep full and accurate records of all of its labor hours and reimbursable expenses incurred in connection with this Agreement. ARTS shall provide access to such records upon City's reasonable request. ARIS will make periodic progress reports to City at such times and in such form as is mutually agreed in the applicable work order. 6. Ownership and Use of Intellectual Property. During the term of this Agreement, as a result of ARIS' efforts under this Agreement, ARIS may generate ideas, inventions, suggestions, copyrightable materials or other information (hereinafter "Intellectual Property") which fall into one of the following two categories: a. Intellectual Property specifically related to the subject matter of ARTS' efforts under this Agreement, and directly related to, or incorporated into, the work product to be produced by ARIS and delivered to City under this Agreement. Title to Intellectual Property described in this subsection, that is developed solely by ARIS, or jointly by ARIS and City, shall remain in City at all times. ARIS agrees to disclose and assign to City, in a form satisfactory to City, all such Intellectual Property, whether made alone or in conjunction with others, and to render such assistance as City may reasonably require to perfect such assignments and to protect such Intellectual Property; and b. Intellectual Property of general applicability, whether or not related to, or incorporated into, the work product to be produced by ARIS Page 2 of 7 (IM) ag-<onpa4r training-Arlrp. and delivered to City under this Agreement. Title to Intellectual Property described in this subsection, including any Intellectual Property developed by ARTS prior to or outside of this Agreement, shall remain in ARIS. To the extent such Intellectual Property is incorporated into work product to be produced by ARIS and delivered to City under this Agreement, ARIS grants and City hereby accepts, a perpetual, worldwide, royalty -free, non-exclusive license to use all such Intellectual Property as incorporated into the ARIS work product. 7. Confidentiality Obligations. To the extent permitted by the Washington State Public Disclosure Act - RCW Chapter 42.17, and all other applicable local, state, and/or federal laws/regulations, all information and material that may be disclosed by one party to the other in the course of this Agreement is considered confidential and proprietary and will not be used by the receiving party other than for the purposes under this Agreement for which it was disclosed. The receiving party will protect such information form disclosure to third parties and hold it as confidential using the same degree of care as that party uses to protect its own confidential or proprietary material of like importance, but at least reasonable care. This obligation will continue for a period of five (5) years following receipt of the material and will survive any termination of this Agreement, but it will not cover any information which is disclosed to a third party by the disclosing party without restrictions on disclosure; any information that has been or is developed independently by the receiving party without violation of obligations of confidentiality; any information that falls into the public domain without fault of the receiving party; any information that is rightly obtained by the receiving party from a third party without restriction; any information that is rightly in the possession of the receiving party at the time of disclosure by the disclosing party; and/or any information that the receiving party is required to disclose to a requesting party pursuant to the Washington State Public Disclosure Act - RCW Chapter 42.17, and/or any other applicable local, state, and/or federal laws/regulations. 8. Status of ARIS as Independent Contractor. ARIS and the City understand and expressly agree that ARIS is an independent contractor with regard to the performance of each and every part of this Agreement. ARIS and its officers, employees, agents, and/or subcontractors shall make no claim of City employment nor claim against the City any related employment benefits, social security, and/or retirement. Additionally, neither party shall have the power to act as an agent of the other or bind the other in any respect. 9. Taxes and Assessments. ARIS shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including but Page 3 of 7 Ok1.R<nnpntx training Ari.pm not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. 10. Non -Discrimination. During the performance of this Agreement, ARIS shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 11. Workplace. If ARIS is requested by City to provide services on City premises, City agrees to provide ARIS personnel a safe workplace whose standards are consistent with that of its own employees. City also agrees to provide reasonable access to its key personnel necessary for ARIS to perform the services. ARIS personnel will observe all safety and other applicable rules in effect at such workplace, provided that reasonable notice of the rules has been supplied to ARIS and such personnel. 12. Non -Solicitation. City shall not solicit employment from any of ARIS' employees whose work relates to this Agreement, during the term of this Agreement and for a period of six months after termination of this Agreement, without ARIS' prior written consent. 13. Warranty; Limitation of Liability. ARIS represents and warrants that the services provided hereunder will be performed in a manner consistent with the professional standards and the general customs and practices of the industry. City must report any deficiencies in the services to ARIS within thirty (30) days of the later of the completion of the services or the date that such deficiencies were reasonably discoverable by City, in no event, however, exceeding 180 days from the date of completion of such services. City's sole remedy for the breach of any warranty by ARIS under this Agreement shall be the re -performance of the services. If ARIS is unable to re -perform the services as warranted, City shall be entitled to recover the fees paid to ARIS for the deficient services. THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE ARIS' EXCLUSIVE WARRANTIES. ARIS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON -INFRINGEMENT WITH RESPECT TO INTELLECTUAL PROPERTY. ARIS WILL NOT BE LIABLE IN ANY EVENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT Page 4 of 7 (Ikl .gr-conpu'er Mating -Ark -pm DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY EVENT, ARIS' MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY CITY UNDER THIS AGREEMENT. 14. Compliance With Law. ARIS agrees to perform all training services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 15. No Insurance provided by City. It is understood the City does not maintain liability insurance for ARIS and/or its officers, employees, agents, instructors, and/or subcontractors. 16. Insurance provided by ARIS. On or before the date this Agreement is fully executed by the parties, ARIS shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. 17. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by ARIS to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of ARIS as stated herein. 18. Severability. If any portion of the Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. Page 5 of 7 (Ik) .g<onpm.. training -Ads -pm 19. Integration. This written document constitutes the entire agreement between the parties. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 20. Non -Waiver. The waiver by ARIS or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 21. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 22. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand -delivered to the parties at their addresses as follows: TO CITY: TO ARIS Corporation: City of Yakima 129 N. 2nd Street Yakima, WA 98901 Attn: Rick Pettyjohn Phone (509) 575-6003 ARIS Corporation 6720 Fort Dent Way, Suite 250 Seattle, Wa 98188-2555 Attn: General Counsel Fax (206) 433-1182 or to such addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid or hand - delivered. Such notices shall be deemed effective when mailed or hand -delivered at the addresses specified above. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 24. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. Page 6 of 7 (Th).p<onputer training -Ark -pm CITY OF YAKIMA ARIS CORPORATION By: R. A. Zais, Jr. ciity Manager Date: 6-1\f \ t IVCity lerk City Contract No. Resolution No. R-98-127 Page 7 of 7 (It) a®.conpuea .Inin6-Arispm By: Date: .c.ono ,Q Ampangle' 0 Regional Consulting Manager BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. I' For Meeting Of 9 j 1 /q 8 ITEM TITLE: Resolution Authorizing an Agreement with ARIS Corporation for Data Processing Integration, Consulting, and Training Services SUBMITTED BY: John Hanson, Director of Finance & Budget CONTACT PERSON/TELEPHONE: Rick Pettyjohn, Information Systems Manager 575-6098 SUMMARY EXPLANATION: The attached Professional Services Agreement establishes a contractual relationship between ARIS Corporation and City of Yakima and authorizes Information Systems to request consulting and training services from ARIS up to an amount of $25,000. Information Systems will use these services to assist in the creation of an Oracle system development environment and assist in the design of the City's new Payroll system. The 1998 Information Systems Budget includes $50,000 designated for these services. ARIS is a Washington State corporation specializing in Oracle training and consulting. Information Systems is using the Oracle database and development tools for all new system development. Based on the quality of the consulting services and their value to the City's system development efforts, Information Systems may request further consulting services in the future. Resolution X Ordinance _ Contract X Other (Specify) Funding Source APPROVED FOR SUBMITTAL: ��''h City anager STAFF RECOMMENDATION: Adopt Resolution BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Legal/BD rev. effective 7/21/92