HomeMy WebLinkAboutR-1999-124 Computer Software Services - Y2KRESOLUTION NO. R-99- 124
A RESOLUTION authorizing and directing the City Manager of the City of Yakima to
execute a professional services agreement with the Blacksmith
Corporation for the purpose of obtaining a variety of computer
software services, including Year 2000 compliance testing and
correction of Year 2000 software problems.
WHEREAS, the Information Systems Division requires professional computer
software services, including Year 2000 compliance testing and correction of Year 2000
software problems; and
WHEREAS, the Information Systems Division does not have sufficient personnel
or expertise to provide all of said computer software services; and
WHEREAS, Blacksmith Corporation has the personnel and expertise necessary to
provide said professional computer software services to the City, and is willing to do so
in accordance with the terms and conditions of the attached agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to enter into the attached professional services agreement with Blacksmith
Corporation for the purpose of obtaining computer software services, including Year
2000 compliance testing and correction of Year 2000 software problems; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to
execute the attached and incorporated "Consulting Agreement" with the Blacksmith
Corporation for the purpose of obtaining a variety of computer software services,
including Year 2000 compliance testing and correction of Year 2000 software problems.
ADOPTED BY THE CITY COUNCIL this 7th day of September, 1999.
r�-
John Puccinelli, Mayor
ATTEST:
14") c__
City Clerk
(1k)res/info systems /btacksmith.pm
CONSULTING AGREEMENT
Agreement is made on
between
and
with its principal place of business at
September 14, 1999
Blacksmith Corporation
City of Yakima
129 N 2"d Street, Yakima, WA 98901-2632.
Agreement #: 1906SVC
(BLACKSMITH herein)
(CLIENT herein)
During the term of this agreement (AGREEMENT herein) BLACKSMITH agrees to provide computer programming and
professional services which CLIENT may authorize from time to time by the execution of Service Schedules as described herem.
No obligation shall be incurred by either party unless a Service Schedule is executed in accordance with AGREEMENT.
Now, therefore, for the good and valuable consideration the parties hereto agree as follows:
1. SCOPE OF AGREEMENT AND SERVICE SCHEDULES
1 1 A Service Schedule shall be executed by both parties for any
services performed under AGREEMENT and shall contain,
among other provisions, a description of the services to be
performed, the delivery or performance dates, and an estimate of
the services and related charges.
1.2 Each Service Schedule shall be of the time and materials
type, unless specified otherwise therein.
1.3 All Service Schedules shall be subject to the terms and
conditions set forth herein. In the event any provision contained
in a Service Schedule conflicts with any terms and conditions of
AGREEMENT, the provision of the Service Schedule shall
govern. In such case, the provision so specified shall govern only
for the performance of services under that particular Service
Schedule.
1 4 Each Service Schedule may be open-ended or may contain a
funding limitation. A funding limitation means that the total
charge to CLIENT for the performance of the services under the
applicable Service Schedule shall be within the funding
limitation, if any
1.5 CLIENT shall not be obligated to pay BLACKSMITH for
charges incurred in excess of a funding limitation, and
BLACKSMITH shall not be obligated to continue performance or
to incur charges in excess of the funding limitation unless, and
until, an amendment increasing such estimated funding limitation
is approved in writing by CLIENT Upon such approval, any
charges incurred by BLACKSMITH in excess of the original
estimated funding limitation prior to receipt of the amendment
shall be allowable to the same extent as if such charges had been
incurred after such increase in the estimated funding limitation.
2. TERM
The term of AGREEMENT shall continue until terminated by
either party on a minimum of ninety (90) days written notice.
Any such notice of termination shall not prejudice the right of
BLACKSMITH to compensation for services performed or
expenses incurred prior to the effective date of termination, or the
right of CLIENT to receipt of work performed by BLACKSMITH
3. COMPENSATION
For any Service Schedule for which the compensation is not
specified, CLIENT shall pay BLACKSMITH for services provided
hereunder in accordance with the applicable charges stated in
Paragraph 15, SCHEDULE OF RATES. Such Schedule may be
changed by BLACKSMITH from time to time, including all rates,
upon written notice to CLIENT
4. EXPENSES
For expenses incurred by BLACKSMITH in performance of
services pursuant to Service Schedules within which expenses are
to be reimbursed, CLIENT shall reimburse BLACKSMITH for all
reasonable expenses incurred by BLACKSMITH in connection
with its provision of services, including, but not limited to,
expenses for clerical and reproductive services, office supplies,
data processing services, telephone calls, and travel expenses
directly attributable to BLACKSMITH service to CLIENT
hereunder
5. BILLING AND PAYMENT
BLACKSMITH shall submit to CLIENT periodic invoices for
services furnished and for expenses incurred. BLACKSMITH
shall provide such further itemization of, or documentation for,
such invoices as CLIENT reasonably may request. Payment shall
be due upon receipt of Invoice. CLIENT shall pay a late fee of
one/tenth (.1 %) percent of the unpaid balance for each day in
excess of thirty days following the receipt of Invoice. Payment
terms, if any, that are defined in the Service Schedules take
precedence over payment terms defined in this AGREEMENT
6. AUTHORIZED REPRESENTATIVE
CLIENT hereby appoints BLACKSMITH and its representatives,
employees, agents or subcontractors, (hereinafter referred to as
CONSULTANTS) as authorized representatives of CLIENT for
the purpose of securing information from third parties on behalf
of CLIENT in connection with the performance of services.
CLIENT shall execute such documents and take such actions as
may be reasonably requested by BLACKSMITH to establish the
authorized representative status of CONSULTANTS and to secure
for CONSULTANTS access to information of third parties
equivalent to that permitted CLIENTS' employees to the extent
BLACKSMITH deems such access reasonably necessary to its
performance of services.
7. INDEMNITY
CLIENT agrees that it will indemnify and hold BLACKSMITH
loss, liability or damage of any kind whatsoever, including
attorney fees, that should arise persuant to BLACKSMITHS
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Agreement Templates
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services, whether or not the services were performed under a
Service Schedule.
8. ON-SITE WORKING CONDITIONS
CLIENT agrees to provide reasonable working space, parking
facilities, clerical ....epi.(..t...services, office supplies,
access to CLIENTs records and equipment as reasonably may be
required for the performance of BLACKSMITH's obligations
under AGREEMENT
9. CONFIDENTIAL AND PROPRIETARY INFORMATION
All computer records and documents which are the property of
CLIENT and provided to CONSULTANTS in connection with the
performance of services hereunder shall be and remain the
property of CLIENT, and BLACKSMITH shall make reasonable
effort to see that confidential information is not disclosed to any
person or business entity without the written consent of CLIENT
10. INSPECTION
All services shall be subject to inspection by CLIENT to the
extent practicable at any reasonable time and place. Any
inspection by CLIENT shall be performed in such a manner as not
to unduly hinder the performance of services.
11. LIMITATION OF LIABILITY
11 1 BLACKSMITH liability t o the CLIENT for any losses ^
i i t c�a.,n iii ..,
damages arising out of AGREEMENT shall not exceed the sum of
charges paid to BLACKSMITH with respect to the particular
services which gave rise to the losses or damages. In no event
shall BLACKSMITH be liable for any indirect, incidental, special
or consequential damages arising from or in any way connected
with its performance under AGREEMENT Such damages might
be, but are not limited to, loss of profits, loss of anticipated
profits or other economic loss. Neither BLACKSMITH nor the
owner of any programs licensed by BLACKSMITH is responsible
for C IENT.'s application of results obtained from the use of
BLACKSMITH services or programs, or for results obtained by
CLIENT in using these services or programs. CLIENT agrees
BLACKSMITH is providing consulting services and there is no
guarantee of any particular result, except where such guarantees
are specifically provided in AGREEMENT
11.2 BLACKSMITH shall not be liable for any failure to perform
its obligations under AGREEMENT if prevented from doing so by
any cause beyond its control, such as failure of software or
hardware not supplied by BLACKSMITH under its contract, acts
of God, acts of public enemy, fires, floods, storms, earthquakes,
riots, strikes, lockouts, wars, restraints of government or other
causes which could not be controlled or prevented with
reasonable diligence by BLACKSMITH
12. AGREEMENT NOT TO HIRE
CLIENT acknowledges the services provided by BLACKSMITH
pursuant to the terms of AGREEMENT are specialized, that
confidential information must be communicated to
CONSULTANTS, and that specialized backup and support by
BLACKSMITH is required to perform under AGREEMENT
Except as provided for by AGREEMENT, CLIENT agrees it shall
not hire or compensate, directly or indirectly, any
CONSULTANTS until at least three years after the termination of
AGREEMENT without the prior written consent of
BLACKSMITH If CLIENT violates this provision, CLIENT
agrees to pay to BLACKSMITH an amount equal to the greater of
fifty thousand dollars US (USD$50,000) or the six greatest
individual months billed by BLACKSMITH for CONSULTANTS.
13. TAXES
In the event any federal, state or local taxes are assessed on any
item nr service delivered hereunder, the total charge for such item
or service shall be increased by the amount of such taxes, and
CLIENT shall reimburse BLACKSMITH accordingly
14. GENERAL
14 1 All notices required or permitted to be given under
AGREEMENT shall be in writing, by mail, or by facsimile. Such
notices shall be directed, if to BLACKSMITH, to
Blacksmith Corporation
121 North Fir Street, Suite F
Ventura, California 93001
Fax. (805) 641-0813
ATTN F Brett Stauffer, Jr
and, if to CLIENT, to
The address to which, or the person to whom, notice is to be
given may be changed from time to time by either party by
written notice to the other party Such change shall be effective
only as to notices dispatched by a party after actual receipt of
notification of such change by the other party
1 A 2 Neither party shall assign A(*RFITY 'NT or its rights, duties
or obligations hereunder without the prior written consent of the
other party Any attempt to make such an assignment without the
other party's consent shall be void.
14.3 AGREEMENT supersedes and replaces all prior
AGREEMENTS and understandings, written and oral, between
the parties with respect to the provision of services by
BLACKSMITH to CLIENT AGREEMENT may be modified only
by written ammendment signed by both parties.
14 4 Each provision and paragraph herein is severable from
AGREEMENT, and if one or more provisions, paragraphs, or
parts thereof is declared invalid, the remaining provisions shall
remain in full force and effect.
11.5 If any litigation, whether in court or arbitration, is necessary
to enforce -the terms of AGREEMENT, the prebe entitled to r-asonable attorney fees and costs in addition to any
the plaintiff or final judgment has been entered. Items of cost
which are covered by this provision include, but are not limited
to, statutory costs of suit, attorney fees incurred, litigation
expenses (such as costs of deposition, transportation, costs
expenses f r employees of a party for time spent dealing with the
arbitration or on a final judgmcnt. In the event of the voluntary
from the action shall be the prevailing party.
14.6 Any controversy between BLACKSMITH and CLIENT
involving the construction or application of any of the terms,
FBS 09/14/99 3.20 PM Blacksmith Corporation
Agreement Templates
CONSULTING AGREEMENT
provisions, or conditions of AGREEMENT shall on the written
request of either party served on the other, shall be submitted to
arbitration. The arbitration shall comply with and be governed by
the provisions chosen by the defendant or respondent in
accordance with the following paragraph relating to choice of
venue, forum, and law. Provided, however, the arbitrator or
arbitrators appointed shall have the right and power to issue
interim orders and other provisional relief, and such power shall
include, but is not limited to, the i-cuance of temporary
restraining orders and preliminary injunctions.
1'1.7 Ventura, California shall be the venue, the forum, and the
law for any litigation arrising between the parties.
14 8 The provisions of paragraphs 7, 9, 11, 12, 13 and 14 shall
survive the termination of AGREEMENT and shall be binding on
all parties, their successors and assigns.
By (":"'N\r"
Name
Title
7t( e�r
Organization
Date
City of Yakima
(CLIENT)
o
047
CITY CONTRACT N0:
ti;::SO UTION NO:
15. SCHEDULE OF RATES (U.S. Dollars per hour)
Resource
Standard Rate Emereencv Rate
Senior Software
Engineer
$295 per
hour
$350 per
hour
Software Engineer
$250 per
hour
$310 per
hour
Project Manager
$195 per
hour
$250 per
hour
Senior Consultant
$210 per
hour
$275 per
hour
Consultant
$195 per
hour
$250 per
hour
50% of travel time is billed at the appropriate
resource's hourly rate.
By
Name
Title
Organization
F. Brett Staer, Jr.
Vice President
Blacksmith Corporation
(BLACKSMITH)
Date September 14, 1999
FBS 09/14/99 3.21 PM Blacksmith Corporation Agreement Templates
Service Schedule 1
This Service Schedule is hereby made part of the AGREEMENT #1906SVC between Blacksmith
Corporation (Blacksmith herein) and City of Yakima (CLIENT herein), effective September 14, 1999.
1. DESCRIPTION OF PRODUCTS AND SERVICES
Summary of Services:
Migration to UNIX: Includes PARKS, PERMITS and other smaller BLACKSMITH
applications.
Y2K Compliance: Testing and rectification of `Y2K' non-compliance issues.
Windows Front-end: Integrating FUSION with your BLACKSMITH applications. (CLIENT is
currently licensed for six (6) FUSION seats.)
Note:
Regarding Oracle:
This project includes the software (in BLACKSMITH Release Z14.0) that
provides database independence—ability to utilize Oracle8 with CLIENT's
applications. License fees apply to running MVON on Oracle, but not on
UniData.
TASK DESCRIPTIONS:
1.1.0 PROJECT PLANNING AND CONTROL
Perform project planning and on-going project management tasks. The tasks include
creating a project plan for the conversion, allocating resources to the tasks and handling
any issues, concerns or requests from CLIENT team members that may arise during the
project.
1.2.0 INSTALL BLACKSMITH AND UPGRADE TO RELEASE 12.0
Perform the installation of BLACKSMITH. Upgrade release and applications to release
12.0 (from 11.6). Remediate any issues that may arise.
1.3.0 MIGRATE DATA AND DATA FILES FROM PRIME INFORMATION TO UNIDATA
This task involves moving all of your data, data file definitions, applicable VOC file entries
and file pointers from Prime INFORMATION to UniData.
1.4.0 CONVERT BLACKSMITH GLOBAL DATA DICTIONARIES (ZD)
This task involves recompiling each BLACKSMITH Global Data Dictionary item in the ZD
file. The Global Data Dictionary Definitions hold the business rules as well as the
parameters for creating the native data dictionary. The reasons for problems include, and
are not limited to, differences in functions, @variables, basic commands and the multi -
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Service Schedule 1
value handling subroutines In the cases where the dictionary items will not recompile, the
item is changed to meet the standards for the new database system, in this case, UniData.
1.5.0 REBUILD BLACKSMITH INTERCEPT INDEXES (ZF)
This task involves loading all of the ZF records and rebuilding all of the vector (index) files
defined by the indexing specifications (in the data element definitions) for each file. The
time involved is dependent on the number of files, the complexity of the defined indexes,
the size of the files that are indexed and how much human -interactive time is actually
required.
t6.0 DEBUG BLACKSMITH APPLICATION PROGRAMS TO A CLEAN COMPILE
(ZP, ZV, ZB)
1.6.1 COMPILE ALL OF THE BLACKSMITH PROGRAM DEFINITIONS (ZP).
Compile and modify those that do not compile.
1.6.2 CONVERT BLACKSMITH LIST AND PERFORM PARAGRAPHS (ZV).
Perform any conversion necessary for paragraphs or sentences. Generally, this
step is only necessary for UniData conversions.
1.6.3 DEBUG BLACKSMITH BASIC PROGRAMS TO A CLEAN COMPILE (ZB).
Compile All of the BASIC code and fix the programs that didn't compile. The most
frequently occurring problems stem from missing inserts (usually from syscom) or
reserved words used as variables. Alan for I IniData any PI -specific subroutines
may cause compilation errors.
1.7.0 FUSION-ize APPLICATIONS
This task involves installing FUSION onto one PC, running each of Yakima's
BLACKSMITH screens in GUI mode and remediating any issues that arise. Common
issues include arrangement of elements on the screens and remediation of any BASIC
logic that issues screen output,such as the PRINT command.
1.8.0 YEAR 2000 (Y2K) COMPLIANCE TESTING AND REMEDIATION
This task shall be performed as part of the conversion of the individual BLACKSMITH
objects, such as the Global Data Dictionary items, and as part of the conversion of
BLACKSMITH application programs, paragraphs and BASIC programs. The remediation
element is the actual work that goes into rectifying a non-compliance issue.
In order to perform the testing, it may be necessary to move some or all of the production
data as a test bed. Blacksmith requests assistance from CLIENT in preparing the "test
data".
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LService Schedule 1
2. DELIVERY AND PERFORMANCE DATES
Assignment and commitment of resources follows receipt of signed purchase order and Service
Schedule. Project completion date is 90 calendar days from project commencement.
3. ESTIMATE OF CHARGES
3.1 Personnel Services: $50,000.00
3.2 Other Related Charges: Travel expenses (air fare, lodging, meals, ground transportation,
etc.), modem charges and other project -related expenses as
required shall be reimbursed by CLIENT at actual cost. All travel
expenses shall be subject to advance approval by CLIENT. The
total of all expenses for which Blacksmith is reimbursed by
CLIENT under this Section shall not exceed $5,000. In the event
that Blacksmith incurs expenses beyond said limitation in
performance of services under this Service Schedule, Blacksmith
shall be solely responsible for costs of such expenses.
4. PAYMENT SCHEDULE
#1) $16,667.00 is due and payable thirty (30) calendar days following commencement of project.
#2) $16,667.00 is due and payable sixty (60) calendar days following commencement of project.
#3) $16,666.00 is due and payable upon completion.
By
Name A lt�,� c/err r
Title d/1
City of Yakima
6---./7/10 k- j,,
Date
CITY CONTRACT 80:
RESOLUTION NO:
FBS
C:\WINDOWS\TEMP\Yakima Service Sched 9-14-99.doc
By
Name
Title
Date
F. Brett Stauffer, Jr.
Vice President
Blacksmith Corporation
September 14, 1999
Blacksmith Corporation Page 3 of 3
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. d- 4
For Meeting Of q- 7 q I
ITEM TITLE: Resolution Authorizing an Agreement with the Blacksmith Corporation for
Computer Application Systems Y2K Remediation
SUBMITTED BY: Glenn Rice, Acting Director of Finance & Budget
CONTACT PERSON/TELEPHONE: Rick Pettyjohn, Information Systems Manager
575-6098
SUMMARY EXPLANATION:
The attached Agreement between the City of Yakima and the Blacksmith Corporation provides
for professional services for Year 2000 remediation, migration from the Prime computer to the
DEC Alpha Computer, and upgrading to a graphical interface. Blacksmith will provide these
services for all City systOms utilizing the Blacksmith development tools. These systems account
for approximately fifty -percent of the applications remaining on the Prime computer and include
the Permits System, Public Works Administration (PARKS) System, and several smaller systems.
The City of Yakima has utilized products and services from Blacksmith for approximately fifteen
years. Blacksmith is uniquely qualified to provide these services based on their knowledge of
their development tools and the City of Yakima computer environment.
The Agreement amount is $50,000. The 1999 Information Systems budget includes sufficient
appropriations for this Agreement and specifically budgeted for Year 2000 remediation services.
Resolution X Ordinance — Contract X Other (Specify)
Funding Source
APPROVED FOR SUBMITTAL:
It
y Man
er
STAFF RECOMMENDATION: Adopt Resolution
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
Legal/BD
rev. effective 7/21/92