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HomeMy WebLinkAbout11/03/2009 09 Service Contracts: Police Communications; Equipment Repair/Maintenance; IS - Union Gap and Selah BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON • AGENDA STATEMENT Item No.: ' For Meeting Of: November 3, 2009 ITEM TITLE: Consideration of a Resolution Authorizing the City Manager to enter into a renewal of: • A. Police. Communications Services Contract B. Communications Equipment Repair and Maintenance Services Agreement C. Information Systems Services Agreement with the City of Union Gap and the City of Selah. SUBMITTED BY: Wayne Wantland, Communications Manager CONTACT PERSON/TELEPHONE: same, 575 -6048 SUMMARY EXPLANATION: The Yakima Communications Center has provided dispatching and communications services for the cities of Union Gap and Selah Police Departments for numerous years. For 2010 -2012 we have only to update these contracts to address the changing method in which we provide these services. With these agreements approved, we will continue to provide these beneficial services. Resolution X Ordinance Other (Specify) • Contract X Mail to (name and address): Phone Funding Source APPROVED FOR SUBMITTAL z City Manager STAFF RECOMMENDATION: Staff respectfully requests Council to authorize the City Manager to enter into the Police Communications. Services Contract, the Communications Equipment Repair and Maintenance Services Agreement and the Information Systems Services Agreement with the City of Union Gap and the City of Selah.. BOARD /COMMISSION RECOMMENDATION: COUNCIL ACTION: • • • RESOLUTION NO. R -2009- A RESOLUTION authorizing and directing the City Manager and City Clerk of the . City of Yakima to execute a Police Communications Services Contract and a Communications Equipment Repair and Maintenance Services Agreement and an Information Systems Services Agreement with the City of Union Gap and the City of Selah. WHEREAS, the City of Yakima has provided dispatch and communications services to the Cities of Union Gap and Selah for many years; and WHEREAS, the City of Union Gap and the City of Selah desires to continue these same services from the City of Yakima under revised terms and conditions; and, WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to provide these services to the City of Union Gap and the City of Selah in accordance with the terms and conditions on the attached contracts, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk are hereby authorized and directed to execute the attached and incorporated agreements entitled "Police Communications Contract" and "Communications Equipment Repair and Maintenance Services Agreement" and "Information Systems Services Agreement" with the City of Union Gap and the City of Selah. gra ADOPTED BY THE CITY COUNCIL this 3 day of November, 2009. David Edler, Mayor ATTEST: City Clerk 410 • POLICE COMMUNICATIONS SERVICES CONTRACT THIS POLICE COMMUNICATIONS SERVICES CONTRACT, (hereafter the "Contract ") is made and entered into by and between the City of Yakima (hereinafter "Yakima ") and the City of Selah (hereinafter the "User Agency "). WITNESSETH WHEREAS, Yakima has the ability to provide dispatching services to the User Agency for the handling and processing of emergency and non - emergency incidents and traffic stops; WHEREAS, Yakima and the User Agency, desire to enter into a contract for such services; NOW, THEREFORE, pursuant to . RCW 3 9.3 4 and the mutual covenants, promises, and agreements set forth herein, it is agreed by and between Yakima and the User Agency as follows: • 1. Yakima Communications Center. Yakima shall continue to operate a central facility to be known as the Yakima Communications Center within the City of Yakima and shall use the same for the purpose of receiving police incidents from the area served by the User Agency, and shall dispatch police units in answer to any such emergency incidents, shall monitor the activity of the User Agency's police units for traffic stops and for other related business. 2. Authority of Dispatch Center. It is agreed that the duty of operating the Yakima Communications Center and the complete management thereof is vested in Yakima and that Yakima shall have the full, complete, and exclusive authority to operate and manage such Yakima Communications Center, including, but not limited to, the authority to hire and fire employees for such office. 3. Expense of Maintenance and Operation. The expense of continued maintenance and operation of the Yakima Communications Center, 4110 7/31/2009 1 of 7 2010 -2012 Selah Dispatch Contractdoc including the expense of operating all telephone lines terminating at the Yakima Communications Center, and includin g the maintenance of equipment located within the Yakima Communications Center shall be borne by Yakima. 4. Polices and Procedures. Yakima and the User Agency shall jointly develop policies and procedures for processing the User Agency's activities. While some custom policies and/or procedures will be accommodated, due consideration shall be made to standardization whenever possible. 5. After Hours, Non Emergency Call Handling. The Yakima Communications .Center shall provide a telephone number for the User . Agency to transfer their non - emergency, main business telephone number to for coverage after the User Agency's business hours. Normally this shall be from 1800 hours to 0700 daily, weekends and federally observed holidays. The Communications Center shall process the dispatchable calls received and shall advise callers with non - emergency business inquiries to call back during the User Agency's normal operating hours. • 6. Warrants, Stolen Vehicles, Runaways, NOC's. It is the User Agency's responsibility to maintain their law enforcement records accurately. The Communications Center shall work with the User Agency, following established policies and procedures, for processing these records outside of the User Agency's business hours. 7. Definitions. An incident to be charged for under the terms of this Contract is defined as follows: A. An incident is defined as: A call requiring the dispatch of police unit(s) from the User Agency. Any number of vehicles from the User Agency may answer any such incident. All communications dealing with such incident shall be deemed as (1) incident. B. An Officer Initiated Event is defined as: A User Agency police unit informs dispatch they are taking an action that requires a 7/31/2009 2 of 7 2010 -2012 Selah Dispatch Contract.doc • • dispatch record. This excludes such non- emergency activity such as; taking lunch, out at station, out with a citizen that does not create any additional actions by dispatch. Actions that require wants /warrant checks, case numbers, etc. do qualify as an Officer Initiated event and is billable. C. Traffic Stop is defined as: An officer initiating an incident that strictly involves stopping a vehicle for a traffic violation. 8. Term of Contract. This Contract is for a term of three (3) calendar years commencing January 1, 2010 and terminating at midnight on December 31, 2012. 9. Cost of Service. Yakima shall maintain a record of all the User Agency's incidents, including traffic stops and officer initiated events and Yakima shall charge the User Agency for each incident as stated herein. The base cost per alarm call for the contract period shall be the cost per alarm in calendar year 2009 of eight dollars and seventy - six cents ($8.76) for dispatch or officer initiated incidents other than 4110 traffic stops. The base cost for traffic stops in calendar year 2009 shall be four dollars and thirty-eight cents ($4.3 8). The cost per alarm call for each subsequent year of the contract shall be increased effective January 1 of each year for the contract term to an amount equal to the previous calendar year cost per dispatch, officer initiated event and traffic stops plus the previous year's cost per call multiplied by four percent (4 %). To accommodate the User Agency's budget cycle Yakima shall provide, in writing by the month of August of the preceding year to the billing year, the cost for dispatch services for the following year based on the previous calendar year's incidents and traffic stops handled by Yakima for the User Agency, times the cost per run rate applicable for the respective year. 10. Quarterly Payments. The User Agency shall be billed the first of each calendar quarter for dispatch services during that calendar year. The User Agency shall pay for each quarter's billing for services 7/31/2009 3 of 7 2010 -2012 Selah Dispatch Contract.doc within thirty (30) days after billing by Yakima. Payment shall be 41) made to Yakima City Treasurer, 129 North 2nd Street, Yakima, Washington. 8. Early Termination of Contract. Any party hereto may terminate this Contract, with or without cause, by providing sixty (60) days written notice of termination to each of the parties to this Contract. 9. Liability of Yakima. Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Contract. 10. INDEMNIFICATION/PROMISE NOT TO SUE. • A. The User Agency agrees to hold harmless, indemnify, protect, and defend Yakima, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agcncy, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Contract. B. In the event that the officials, officers, agents, and/or employees of both Yakima and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). 7/31/2009 4 of 7 2010 -2012 Selah Dispatch Contract.doc C. Nothing contained in this Section or this Contract shall be construed to create a liability or right of indemnification in any third party. 11. Nondiscrimination Provision. During the performance of this Contract, Yakima 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, and selection for training. 12. No Insurance. It is understood Yakima does not maintain liability insurance for the User Agency and/or their employees. 13. Assignment. This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part to any other person or entity without the prior written consent of • Yakima. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities the User Agency stated herein. 14. SEVERABILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 10 • 7/31/2009 5 of 7 2010 -2012 Selah Dispatch Contract.doc 15. Integration. This written document constitutes the entire agreement between Yakima and the User Agency. There are no other oral or written agreements between the parties as to the subjects covered herein. No changes or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by all parties. 16. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Contract by any representation or statements, oral or written, no expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Contract. 17. Governing Law. This contract shall be governed by and construed in accordance with the laws of the State of Washington. 18. Venue. The venue for any action to enforce or interrupt this Contract shall lie in the Superior Court of Washington for Yakima County Washington. 19. Signature. The person executing this Contract on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Contract on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Contract. A copy of this Agreement shall be recorded with the Yakima County Auditor. • 7/31/2009 6 of 7 2010 -2012 Selah Dispatch Contractdoc CITY OF YAKIMA CITY OF SELAH ■ R. A. Zais, Jr., City Manager Date: Title: Ms o Date: 9/0 /0 °I ATTEST: ATTEST: Ash.k, City Clerk City Clerk Contract No. • Contract No. IIP 7/31/2009 7 Of 7 2010 -2012 Selah Dispatch Contractdoc POLICE COMMUNICATIONS SERVICES CONTRACT THIS POLICE COMMUNICATIONS SERVICES CONTRACT, (hereafter the "Contract ") is made and entered into by and between the City of Yakima (hereinafter "Yakima ") and the City of Union Gap (hereinafter the "User Agency "). WITNESSETH WHEREAS, Yakima has the ability to provide dispatching services to the User Agency for the handling and processing of emergency and non - emergency incidents and traffic stops; WHEREAS, Yakima and the User Agency, desire to enter into a contract for such services; NOW, THEREFORE, pursuant to RCW 39.34 and the mutual covenants, promises, and agreements set forth herein, it is agreed by and between Yakima and the User Agency as follows: 1. Yakima Communications Center. Yakima shall continue to operate a central facility to be known as the Yakima Communications Center within the City of Yakima and shall use the same for the purpose of receiving police incidents from the area served by the User Agency, and shall dispatch police units in answer to any such emergency incidents, shall monitor the activity of the User Agency's police units for traffic stops and for other related business. 2. Authority of Dispatch Center. It is agreed that the duty of operating the Yakima Communications Center and the complete management thereof is vested in Yakima and that Yakima shall have the full, complete, and exclusive authority to operate and manage such Yakima Communications Center, including, but not limited to, the authority to hire and fire employees for such office. 3. Expense of Maintenance and Operation. The expense of continued maintenance and operation of the Yakima Communications Center, 9118/2009 1 of 7 2010 -12 UGPD Dispatch Contract.doc including the expense of operating all telephone lines terminating at • the Yakima Communications Center, and including the maintenance of equipment located within the Yakima Communications Center shall be borne by Yakima. 4. Polices and Procedures. Yakima and the User Agency shall jointly develop policies and procedures for processing the User Agency's activities. While some custom policies and/or procedures will be accommodated, due consideration shall be made to standardization whenever possible. 5. After Hours, Non - Emergency Call Handling. The Yakima Communications Center shall provide a telephone number for the User Agency to transfer their non - emergency, main business telephone number to for coverage after the User Agency's business hours. Normally this shall be from 1700 hours to 0800 daily, weekends and federally observed holidays. The Communications Center shall process the dispatchable calls received and shall advise callers with non - emergency business inquiries to call back during the User Agency's normal operating hours. 6. Warrants, Stolen Vehicles, Runaways, NOC's. The Yakima Communications Center shall maintain the User Agency's law enforcement records. The Communications Center shall work with the User Agency, following established policies and procedures, for processing these records outside of the User Agency's business hours. 7. Definitions. An incident to be charged for under the terms of this Contract is defined as follows: A. An incident is defined as: A call requiring the dispatch of police unit(s) from the User Agency. Any number of vehicles from the User Agency may answer any such incident. All communications dealing with such incident shall be deemed as one (1) incident. B. An Officer Initiated Event is defined as: A User Agency police unit informs dispatch they are taking an action that requires a 9121/2009 2 of 7 2010 -12 UGPD Dispatch Contract.doc dispatch record. This excludes such non - emergency activity such as; taking lunch, out at station, out with a citizen that does not create any additional actions by dispatch. Actions that require wants /warrant checks, case numbers, etc. do qualify as an Officer Initiated event and is billable. C. Traffic Stop is . defined as: An officer initiating an incident that strictly involves stopping a vehicle for a traffic violation. 8. Term of Contract. This Contract is for a term of three (3) calendar years commencing January 1, 2010 and terminating at midnight on December 31, 2012. 9. Cost of Service. Yakima shall maintain a record of all the User Agency's incidents, including traffic stops and officer initiated events and Yakima shall charge the User Agency for each incident as stated herein. The base cost per alarm call for the contract period shall be the cost per alarm in calendar year 2009 of eight dollars and seventy- six cents ($8.76) for dispatch or officer initiated incidents other than traffic stops. The base cost for traffic stops in calendar year 2009 shall be four dollars and thirty -eight cents ($4.38). The cost per alarm call for each subsequent year of the contract shall be increased effective January 1 of each year for the contract term to an amount equal to the previous calendar year cost per dispatch, officer initiated event and traffic stops plus the previous year's cost per call multiplied by four percent (4 %). To accommodate the User Agency's budget cycle Yakima shall provide, in writing by the month of August of the preceding year to the billing year, the cost for dispatch services for the following year based on the previous calendar year's incidents and traffic stops handled by Yakima for the User Agency, times the cost per run rate applicable for the respective year. 10. Quarterly Payments. The User Agency shall be billed the first of each calendar quarter for dispatch services during that calendar year. 9/18/2009 3 of 7 2010 -12 UGPD Dispatch Contract.doc The User Agency shall pay for each quarter's billing for services within thirty (30) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2nd Street, Yakima, Washington. 8. Early Termination of Contract. Any party hereto may terminate this Contract, with or without cause, by providing sixty (60) days written notice of termination to each of the parties to this Contract. 9. Liability of Yakima. Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Contract. 10. INDEMNIFICATION/PROMISE NOT TO SUE. • A. The User Agency agrees to hold harmless, indemnify, protect, and defend Yakima, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Contract. B. In the event that the officials, officers, agents, and/or employees of both Yakima and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). 40 9/18/2009 4 of 7 2010 -12 UGPD Dispatch Contractdoc C. Nothing contained in this Section or this Contract shall be construed to create a liability or right of indemnification in any third party. 11. Nondiscrimination Provision. During the performance of this Contract, Yakima 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, and selection for training. 12. No Insurance. It is understood Yakima does not maintain liability insurance for the User Agency and/or their employees. 13. Assignment. This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part to any other person or entity without the prior written consent of • Yakima. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities the User Agency stated herein. 14. SEVERABILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the ` parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 9/18/2009 5 of 7 2010 -12 UGPD Dispatch Contract.doc • 15. Integration. This written document constitutes entire agreement • g ocu ent constrtut s the en ire agreemen between Yakima and the User Agency. There are no other oral or written agreements between the parties as to the subjects covered herein. No changes or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by all parties. 16. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Contract by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Contract. 17. Governing Law. This contract shall be governed by and construed 411 in accordance with the laws of the State of Washington. 18. Venue. The venue for any action to enforce or interrupt this Contract shall lie in the Superior Court of Washington for Yakima County Washington. 19. Signature. The person executing this Contract on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Contract on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Contract. A copy of this Agreement shall be recorded with the Yakima County Auditor. • 9/18/2009 6 of 7 2010- 12.UGPD Dispatch Contract.doc • CITY OF YAKIMA CITY OF UNION GAP 4 1, .� - �� ��. R. A. Zais, Jr., City Manager Date: Title: 7 � , efeW a i 6 Date: 4 9/,29/ 9 ATTEST: ATTEST: City Clerk City Clerk • Contract No. Contract No. -2 0 09 - 38 • 9/18/2009 7 of 7 2010 -12 UGPD Dispatch Contract.doc CITY OF UNION GAP, WASHINGTON RESOLUTION NO. 821 • A RESOLUTION authorizing the Mayor to sign a Police Communications Services Contract with the City of Yakima for 2010 -2012. WHEREAS, the City of Union Gap's Police Department is in need of dispatching services to provide response to emergency and non - emergency incidents; WHEREAS, the City of Yakima is able to provide dispatching services to Union Gap so that Union Gap police can respond to incidents; WHEREAS, the City is authorized under the Interlocal Cooperation Act, RCW 39.34, to contract with Yakima for the dispatching services; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF UNION GAP, WASHINGTON, HEREBY RESOLVES as follows: The Mayor is authorized to sign a Police Communications Services Contract with the City of Yakima. PASSED this 28th day of September 2009. �∎ i� ,iii • Ji -mon, Mayor ATTEST: APPROVED AS TO FORM: � � •�.._ C1M Kathryn Thompson, CMC, City Clerk Ro • ert F. Noe, City Attorney u ,G , F"rRc COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENAr' CE SERVICES A C S GREEMENT THIS COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENANCE SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and CITY OF UNION GAP (Fire Dept.) Washington, a Washington municipal corporation (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for sucli services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WiITNESSETH WHEREAS, the User Agency owns certain communications and electronics equipment that requires regular repair and maintenance service; and WHEREAS, the City of Yakima possesses the necessary resources to provide the Equipment Repair and Maintenance Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, pursuant to RCW 39.34 and in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between Yakima and the User Agency as follows: 1. SCOPE OF SERVICES Yakima agrees to repair and maintain the communications and electronics equipment owned by the User Agency as identified on a mutually agreed upon equipment list and incorporated by reference. All repair and maintenance services will be done at the Yakima Electronics Maintenance Facility during regular business hours, unless agreed to otherwise by the parties in writing. "Repair and maintenance" shall include, but not be limited to, providing all parts and labor reasonably required to repair such equipment which has become defective through normal wear and usage, and providing all parts and labor required for preventative maintenance of the same. Page 1 of 7 C &E Maint Agreement UGFD.doc 8/4/2009 2. EXCLUDED SERVICES The following is a list of items not covered under the terms of this agreement: • Parts costs that exceed Fifty dollars ($50.00) on any one occurrence with one unit. • Installation of any equipment. • Batteries for portable radios. • Reprogramming of radio except as part of repair and maintenance. 3. CHARGES AND BILLING (a) In consideration of the repair and maintenance services provided hereunder by Yakima during calendar year 2010, User Agency shall pay Yakima a "basic annual rate" of the following on a per unit basis: Mobile Unit: $83.20 Portable $31.20 Base station $114.40 For purposes of this agreement a mobile unit will consist of; mobile radio and accessories, siren, emergency lights, video system, but specifically exclude mobile data equipment covered under the Information System Services Agreement. (b) In consideration of the repair and maintenance services . provided hereunder by Yakima for each subsequent calendar year, User Agency shall pay Yakima the amount of the previous year's per unit basic rate plus a four percent (4.0 %) inflation factor. (c) Quarterly Payments. The -Jser Agency shall be billed the first of each calendar quarter for dispatch services during year. The User Agency shall pay for each year's billing for services within thirty (30) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2nd Street, Yakima, Washington. (d) Yakima shall maintain a list of equipment covered under this 40 agreement. It shall be the User Agency's responsibility to update that Page 2 of 7 C &E Maint Agreement UGFD.doc 8/4/2009 list as changes occur, to have the equipment subject to these terms and conditions. (e) The User Agency m ay request additional services beyond those described in this Agreement. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. 4. NOTIFICATION OF NEED FOR REPAIR/MAINTENANCE The User Agency shall notify Yakima upon its discovery of failure of any listed equipment, or when such equipment is determined by the User Agency to need maintenance work. The User Agency shall transport the equipment to and from the Yakima Electronics Maintenance Facility. Yakima shall service and return the equipment as required by this • Agreement within a reasonable time. 5. EFFECTIVE DATE AND TERM OF AGREEMENT The effective date e of this Agreement will be January 1, 2008. This Agreement shall continue in duration until terminated by either party in accordance with Section 5(b) of this Agreement. (b) This Agreement may be terminated by either party, with or without cause, by giving wrijtten notice to the other party at least thirty (30) days in advance of the intended date of termination. 6. LIABILITY OF THE CITY OF YAIKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the Page 3 of 7 C &E Maint Agreement UGFD.doc 8/4/2009 agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. 7. INDEMNIFICATION/PROMISE NOT TO SUE (a) The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. (b) In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). (c) Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third party. 8. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. • Page 4 of 7 C &E Maint Agreement UGFD.doc 8/4/2009 AK 9. REPRESENTATIONS & WARRANTIES a The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. b The City of Yakima makes no representations, warranties, or guaranties express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. 10. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. 11. ASSIGNMENT • This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 12. TIME IS OF TIIE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. 13. NON - WAIVER The waiver by the User Agency 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. 14. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or Page 5 of 7 C &E Maint Agreement UGFD.doc 8/4/2009 expiration of this agreement and shall be binding on the parties to this Ai Agreement. 15. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to City of Union Gap, Fire Chief, 107 W. Ahtanum Road, WA 98903. 16. SEVERA13ILITY a If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 17. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 18. 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 C &E Maint Agreement UGFD.doc 8/4/2009 19. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. 20. RECOR1 ING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. CITY OF YAKIMA CI ' • OF UNION GAP r k �Y. R. A. Zais, Jr., City Manager Date: Title: / v .i_ Date: 09/75 Q ATTEST: ATTEST: ".\v \\'Psw,. City Clerk City Clerk Contract No. Contract No. Page 7 of 7 C &E Maint Agreement UGFD.doc 8/4/2009 . • CO _PY CITY OF UNION GAP, WASHINGTON RESOLUTION NO. 815 A RESOLUTION authorizing the Mayor to sign a Communications Equipment Repair and Maintenance Services Agreement with the City of Yakima. WHEREAS, the City of Union Gap's Fire Department maintains and utilizes various equipment necessary to engage in communications vital to the function of the Department; WHEREAS, that communications equipment requires regular maintenance, service, and repair; WHEREAS, the City of Yakima has the expertise and technical skills to maintain, service and repair the communications equipment and the City of Yakima is able to provide its expertise and technical assistance to the Fire Department; WHEREAS, the City is authorized under the Interlocal Cooperation Act, RCW 39.34, to contract with Yakima for such services; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF UNION GAP, WASHINGTON HEREBY RESOLVES as follows: The Mayor is authorized to sign a Communications Equipment Repair and Maintenance Services Agreement with the City of Yakima. PASSED this 14th day of September 2009. Ji i � - mon, Mayor ATTEST: APPROVED AS TO FORM: Kathryn Thompson, CMC, City Clerk ' • • ert F. oe, City Attorney • U .C9. Mol c'Q • COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENANCE SERVICES AGREEMENT THIS COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENANCE SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and CITY OF UNION GAP, Washington, a Washington municipal corporation (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency owns certain communications and electronics equipment that requires regular repair and maintenance service; and WHEREAS, the City of Yakima possesses . the necessary resources to provide the Equipment Repair and Maintenance Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, pursuant to RCW 39.34 and in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between Yakima and the User Agency as follows: 1. SCOPE OF SERVICES Yakima agrees to repair and maintain the communications and electronics equipment owned by the User Agency as identified on a mutually agreed upon equipment list and incorporated by reference. All repair and maintenance services will be done at the Yakima Electronics Maintenance Facility during regular business hours, unless agreed to otherwise by the parties in writing. "Repair and maintenance" shall include, but not be limited to, providing all parts and labor reasonably required to repair such equipment which has become defective through normal wear and usage, and • providing all parts and labor required for preventative maintenance of the same Page 1 of 7 C &E Maint Agreement UGPD.doc 9/18/2009 2. EXCLUDED SERVICES The following is a list of items not covered under the terms of this agreement: • Parts costs that exceed Fifty dollars ($50.00) on any one occurrence with one unit. • Installation of any equipment. • Batteries for portable radios. • Reprogramming of radio except as part of repair and maintenance. 3. CHARGES AND BILLING (a) In consideration of the repair and maintenance services provided hereunder by Yakima during calendar year 2010, User Agency shall pay Yakima a "basic annual rate" of the following on a per unit basis: Mobile Unit: $83.20 Portable $31.20 Base station $114.40 For purposes of this agreement a mobile unit will consist of; mobile radio and accessories, siren, emergency lights, video system, but specifically exclude mobile data equipment covered under the Information System Services Agreement. (b) In consideration of the repair and maintenance services provided hereunder by Yakima for each subsequent calendar year, User Agency shall pay Yakima the amount of the previous year's per unit basic rate plus a four percent (4.0 %) inflation factor. (c) Quarterly Payments. The User Agency shall be billed the first of each calendar quarter for dispatch services during year. The User Agency shall pay for each year's billing for services within thirty (30) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2 °d Street, Yakima, Washington. (d) Yakima shall maintain a list of equipment covered under this agreement. It shall be the User Agency's responsibility to update that Page 2 of 7 C &E Maint Agreement UGPD.doc 9/18/2009 • list as changes occur to have the equipment subject to these terms and conditions. (e) The User Agency may request additional services beyond those described in this Agreement. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made . an addendum to this Agreement. 4. NOTIFICATION OF NEED FOR REPAIR/MAINTENANCE The User Agency shall notify Yakima upon its discovery of failure of any listed equipment, or when such equipment is determined by the User Agency to need maintenance work. The User Agency shall transport the equipment to and from the Yakima Electronics Maintenance Facility. Yakima shall service and return the equipment as required by this Agreement within a reasonable time. 5. EFFECTIVE DATE AND TERM OF AGREEMENT (a) The effective date of this Agreement will be January 1, 2010. This Agreement shall continue in duration until terminated by either party in accordance with Section 5(b) of this Agreement. (b) This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. 6. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the Page 3 of 7 C &E Maint Agreement UGPD.doc 9/18/2009 agreed upon services due to a court ruling or other legal action adverse to 0 the City of Yakima or this Agreement. 7. INDEMNIFICATION/PROMISE NOT TO SUE (a) The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. (b) In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses 0 (including reasonable attorney's fees). (c) Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third Pte'. 8. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. • Page 4 of 7 C &E Maint Agreement UGPD.doc 9/18/2009 1 9. REPRESENTATIONS & WARRANTIES a The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. b The City of Yakima makes no representations, warranties, or guaranties express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. 10. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. 11. ASSIGNMENT • This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 12. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. 13. NON - WAIVER The waiver by the User Agency 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. 14. SURVIVAL Any provision of this Agreement that imposes an obligation after • termination or expiration of this Agreement shall survive the term or Page 5of 7 C &E Maint Agreement UGPD.doc 9/18/2009 expiration of this agreement and shall be binding on the parties to this ill Agreement. 15. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to City of Union Gap, Police Chief, 1800 Rainier Place, WA 98903. 16. SEVERABILITY a If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 17. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 18. 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 C &E Maint Agreement UGPD.doc 9/18/2009 19. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. 20. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. CITY OF YAKIMA . CIT OF UNION GAP R. A. Zais, Jr., City Manager • Date: Title: ✓ 'I Date: 09 ATTEST: ATTEST: City Clerk City Clerk Contract No. Contract No. 20 a 9- 40 Page 7 of 7 C &E Maint Agreement UGPD.doc 9/18/2009 CITY OF UNION GAP, WASHINGTON RESOLUTION NO. 823 A RESOLUTION authorizing the Mayor to sign a Communications Equipment Repair and Maintenance Services Agreement with the City of Yakima. WHEREAS, the City of Union Gap's Police Department maintains and utilizes various equipment necessary to engage in communications vital to the function of the Department; WHEREAS, that communications equipment requires regular maintenance, service, and repair; WHEREAS, the City of Yakima has the expertise and technical skills to maintain, service and repair the communications equipment and the City of Yakima is able to provide its expertise and technical assistance to the Police Department; WHEREAS, the City is authorized under the Interlocal Cooperation Act, RCW 39.34, to contract with Yakima for such services; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF UNION GAP, WASHINGTON, HEREBY RESOLVES as follows: The Mayor is authorized to sign a Communications Equipment Repair, and Maintenance Services Agreement with the City of Yakima. PASSED this 28th day of September 2009. ` J� ' Lemon, aye ATTEST: APPROVED AS TO. FORM: CAM C,, . - Kathryn Thompson, CMC, City Clerk Ro ert . Noe, City Attorney s �z COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENANCE SERVICES AGREEMENT THIS COMMUNICATIONS EQUIPMENT REPAIR AND MAINTENANCE SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and CITY OF SELAH, Washington, a Washington municipal corporation (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency owns certain communications and electronics equipment that requires regular repair and maintenance service; and 4110 WHEREAS, the City of Yakima possesses the necessary resources to provide the Equipment Repair and Maintenance Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, pursuant to RCW 39.34 and in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between Yakima and the User Agency as follows: 1. SCOPE OF SERVICES Yakima agrees to repair and maintain the communications and electronics equipment owned by the User Agency as identified on a mutually agreed upon equipment list and incorporated by reference. All repair and maintenance seryices will be done at the Yakima Electronics Maintenance Facility during regular business hours, unless agreed to otherwise by the parties in writing. "Repair and maintenance" shall include, but not be limited to, providing all parts and labor reasonably required to repair such equipment which has become defective through normal wear and usage, and providing all parts and labor required for preventative maintenance of the same. Page 1 of 7 C &E Maint Agreement SEPD.doc 8/3/2009 2. EXCLUDED SERVICES The following is a list of items not covered under the terms of this agreement: • Parts costs that exceed Fifty dollars ($50.00) on any one occurrence with one unit. • Installation of any equipment. • Batteries for portable radios. • Reprogramming of radio except as part of repair and maintenance. 3. CHARGES AND BILLING (a) In consideration of the repair and maintenance services provided hereunder by Yakima during calendar year 2010, User Agency shall pay Yakima a "basic annual rate" of the following on a per unit basis: Mobile Unit: $83.20 Portable $31.20 Base station $114.40 For purposes of this agreement a mobile unit will consist of; mobile radio and accessories, siren, emergency lights, video system, but specifically exclude mobile data equipment covered under the Information System Services Agreement. (b) In consideration of the repair and maintenance services provided hereunder by Yakima for each subsequent calendar year, User Agency shall pay Yakima the amount of the previous year's per unit basic rate plus a four percent (4.0 %) inflation factor. (c) Quarterly Payments. The User Agency shall be billed the first of each calendar quarter for dispatch services during year. The User Agency shall pay for each year's billing for services within thirty (30) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2nd Street, Yakima, Washington. (d) Yakima shall maintain a list of equipment covered under this agreement. It shall be the User Agency's responsibility to update that • Page 2 of 7 C &E Maint Agreement SEPD.doc 8/3/2009 • list as changes occur to have the equipment subject to these terms and conditions. (e) The User Agency may .request additional services beyond those described in this Agreement. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. 4. NOTIFICATION OF NEED FOR REPAIR/MAINTENANCE The User Agency shall notify Yakima upon its discovery of failure of any listed equipment, or when such equipment is determined by the User Agency to need maintenance work. The User Agency shall transport the equipment to and from the Yakima Electronics Maintenance Facility. Yakima shall service and return the equipment as required by this • Agreement within a reasonable time. 5. EFFECTIVE DATE AND TERM OF AGREEMENT (a) The effective date of this Agreement will be January 1, 2008. This Agreement shall continue in duration until terminated by either party in accordance with Section 5(b) of this Agreement. (b) This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least thirty (30) days in advance of the intended date of termination. 6. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the • Page 3 of 7 C &E Maint Agreement SEPD.doc 8/3/2009 agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. 7. - INDEMNIFICATION/PROMISE NOT TO SUE (a) The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User. Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. (b) In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). (c) Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third party. 8. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. Page 4 of 7 C &E Maint Agreement SEPD.doc 8/3/2009 • 9. REPRESENTATIONS & WARRANTIES a The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. b The City of Yakima makes no representations, warranties, or guaranties express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. 10. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. 11. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 12. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. - 13. NON - WAIVER The waiver by the User Agency 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. 14. SURVIVAL Any provision of this Agreement that imposes an obligation after . termination or expiration of this Agreement shall survive the term or Page 5 of 7 C &E Maint Agreement SEPD.doc 8/3/2009 expiration of this agreement and shall be binding on the parties to this Agreement. 15. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to City of Selah, Police Chief, 617 S. 1s` St., Selah, WA 98942. 16. SEVERAjILITY a If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 17. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 18. 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 C &E Maint Agreement SEPD.doc 8/3/2009 • 19. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. 20. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. CITY OF YAKIMA CITY OF SELAH — maw – 4 �■ -" - R. A. Zais, Jr., City Manager • Date: . Title: G} -y/ote-- - Date: 9 73 c i ATTEST: ATTEST: 4111WA0 .' 0 -41 City Clerk City Clerk Contract No. Contract No. • Page 7 of 7 C &E Maint Agreement SEPD.doc 8/3/2009 Sale P D . CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and CITY OF SELAH, Washington, a Washington municipal corporation (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and 40 WHEREAS, the City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAICIMA WILL: • 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. 3. Use a reasonable standard of care to insure the security of User Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. Page 1 of 8 IS Services Agreement Selah.doc 8/3/2009 B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and/or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must by approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement will be date this Agreement is signed by both parties. This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice • to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Quarterly Payments. The User Agency shall be billed the first of each calendar quarter for dispatch services during year. The User Agency shall pay for each year's billing for services within thirty (30) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2 Street, Yakima, Washington. 2. Prior to October 1s of each year during the term of this Agreement, the City shall prpvide notice in writing to the User Agency of the fee that will be charged during the subsequent year for the services identified in the Appendix. Page 2 of 8. IS Services Agreement Selah.doc 8/3/2009 110 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. E. LIABILITY OF THE CITY OF YAKIIVIA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. gik F. INDEMNIFICATION/PROMISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of . this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). 1 Page 3 of 8 IS Services Agreement Selah.doc 8/3/2009 3. Nothing contained in this Section or this Agreement shall be • construed to create a liability or right of indemnification in any third party. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or ' written, not expressly contained herein or expressly incorporated b P Y P Y rP by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. • Page 4 of 8 IS Services Agreement Selah.doc 8/3/2009 • K. TIME IS OF THE ESSENCE Time and the . punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON WAIVER The waiver by the User Agency 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. M. SURVIVAL Any provision of this Agreement that 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. N. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in q Y gs' writing, shall be delivered personally to the recipient, or sent by means of certified mail with fu11 postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be . delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to City of Selah, City Administrator, 115 W. Naches Ave, Selah, WA 98942. O. SEVERA!3ILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations 4hall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any prevision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which Page 5 of 8 IS Services Agreement. Selah.doc 8/3/2009 may conflict shall be deemed inoperative and null and void insofar as it . may conflict, and shall be deemed modified to conform to such statutory provision. P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. i Page 6 of 8 IS Services Agreement Selah.doc 8/3/2009 • CITY OF YAKIMA USER AGENCY R. A. Zais, Jr., City Manager Date: Title: Mu/ Date: 9/8/0 `t ATTEST: ATTEST: 4 , 1,4 City Clerk City erk Contract No. Contract No. • • Page 7 of 8 IS Services Agreement Selah.doc 8/3/2009 APPENDIX A CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 5) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. Desk Top Services The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) 2) An interface to the.BIS Law Enforcement Records System 3) An agreement with Hitech Systems, Inc for maintenance. 4) Licenses for Hiterm, Hiwin, SB Client and Unidata /Universe. 5) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 6) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. Page 8 of 8 IS Services Agreement Selah.doc 8/6/2009 t CITY OF YAKIMA • INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and the City of Selah (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. . WITNESSETH WHEREAS, the User Agency desires. Information Systems Services as described in the Appendix to this Agreement; and , WHEREAS, the City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIMA WILL: 1. I_mplement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. 3. Use a reasonable standard of care to insure the security of User Agency data, which shall be no less than the precautions the City of ill Yakima uses to protect its own confidential information. Page 1 of 8 SEFD IS Services Agreement 2010.doc 9/14/2009 B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and/or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement is January 1, 2010. This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Annual Payment. The User Agency shall be billed during the first quarter of each calendar year for services during year. The User Agency shall pay for each year's billing for services within sixty (60) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2 Street, Yakima, Washington. 2. Prior to October 1 of each year during the term of this Agreement, the City shall provide notice in writing to the User Agency of the fee that will be charged during the subsequent year for the services identified in the Appendix. Page 2 of 8 SEFD IS Services Agreement 2010.doc 9/14/2009 • 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. E. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. F. INDEMNIFICATION /PROMISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, 'and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third party. Page 3 of 8 SEFD IS Services Agreement 2010.doc 9/14/ 2009 G. TERMS TO BE EXCLUSIVE • The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. Page 4 of 8 SEFD IS Services Agreement 2010.doc 9/14/2009 L. NON- WAIVED The waiver by the User Agency 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. M. SURVIVAL Any provision of this Agreement that 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. N. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to Selah Fire Department, Fire Chief, 206 W Fremont, Selah, WA 98942. O. SEVERABILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. Page 5 of 8 SEFD IS Services Agreement 2010.doc 9/14/2009 P. GOVERNING LAW 410 This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. Page 6 of 8 SEFD IS Services Agreement 2010.doc 9/14/2009 • CITY OF YAKIMA CITY OF SELAH R. A. Zais, Jr., City Manager Date: Title: Mayor Date: September 22, 2009 ATTEST: City Clerk Contract No. • Page 7 of 8 SEFD IS Services Agreement 2010.doc 9/14/2009 APPENDIX A • CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 5) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. • Page 8 of 8 SEFD IS Services Agreement 2010.doc 9/14/2009 RESOLUTION NO. .20 �— RESOLUTION AUTHORIZING THE MAYOR TO SIGN AN INFORMATION SYSTEMS SERVICES AGREEMENT BETWEEN THE CITY OF YAKIMA AND THE CITY OF SELAH FIRE DEPARTMENT WHERAS, the City of Selah wishes to enter into a Information Systems Services Agreement with the City of Yakima, and WHERAS, the effective date of this agreement is January 1, 2010 and continues in duration until terminated by either party in accordance with Section C of this agreement; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SELAH WASHINGTON, that the Mayor of the City of Selah be authorized to sign a Information Systems Service Agreement, a copy of which is attached and incorporated as shown_ PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF SELAH WASHINGTON, this 22 °d day of September-2009-- • . ° . Jon - :, ' ayor ATTEST: Dale E. Novobiels:, C erk/Treasurer APPROVED :. ORM: ob Noe, City Attorney RESOLUTION NO. P p CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and CITY OF UNION GAP, Washington, a Washington municipal corporation (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and WHEREAS, the City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIIVIA WILL: 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. 3. Use a reasonable standard of care to insure the security of User 4110 Agency data, which shall be no less than the precautions the City. of Yakima uses to protect its own confidential information. Page 1 of 8 IS Services Agreement UGPD.doc 9/18/2009 B. THE USER AGENCY WILL: 4110 1. Provide and maintain any additional computer hardware and/or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 0 1. The effective date of this Agreement will be date this Agreement is signed by both parties. This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Quarterly Payments. The User Agency shall be billed the first of each calendar quarter for dispatch services during year. The User Agency shall pay for each year's billing for services within thirty (30) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2 Street, Yakima, Washington. 2. Prior to October 1s of each year during the term of this Agreement, the City shall provide notice in writing to the U ser Agency of the fee 4/1 that will be charged during the subsequent year for the services identified in the Appendix. Page 2 of 8 IS Services Agreement UGPD.doc 9/18/2009 4110 3. The User Agency may request additional services beyond those g Y Y q Y described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. E. LIABILITY OF THE .CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. 11 F. INDEMNIFICATION/PROMISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, . its elected officials, officers, employees, and agents in connection with or incidental to the performance or non- performance of this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). Page 3 of 8 IS Services Agreement UGPD.doc 9/18/2009 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third party. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no . representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 4110 Page 4 of 8 IS Services Agreement UGPD.doc 9/18/2009 K. TIME IS OF THE ESSENCE 1111 Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON- WAIVER The waiver by the User Agency 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. M. SURVIVAL Any provision of this . Agreement that 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. 0 N. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to City of Union Gap, Mayor, 102 W. Ahtanum Rd, Union Gap, WA 98903. O. SEVERABILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. l 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which Page 5 of 8 IS Services Agreement UGPD.doc 9/18/2009 may conflict shall be deemed inoperative and null and void insofar as it 40 may conflict, and shall be deemed modified to conform to such statutory provision. P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or . she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. • Page 6 of 8 IS Services Agreement UGPD.doc 9/18/2009 CITY OF YAKIMA USE ' • NCY v R. A. Zais, Jr., City Manager Date: Title: Li 4.%I Date: 04,/01 ATTEST: ATTEST: }�o.�- �o. C` .4� City Clerk City Clerk Contract No. Contract No. ,2 0 0 9 — 3 ci 11 11 Page 7 of 8 IS Services Agreement UGPD.doc 9/18/2009 APPENDIX A CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 5) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. Desk Top Services The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) 2) An iinterface to the BIS Law Enforcement Records System 3) An agreement with Hitech Systems, Inc for maintenance. 4) Licenses for Hiterm, Hiwin, SB Client and Unidata /Universe. 5) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 6) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. Page 8 of 8 IS Services Agreement UGPD.doc 9/18/2009 CITY OF UNION GAP, WASHINGTON RESOLUTION NO. 822 A RESOLUTION authorizing the Mayor to sign an Information Systems Services Agreement with the City of Yakima. 'WHEREAS, the City of Union Gap's Police Department desires to obtain access to criminal record information found in the Computer Aided Dispatch (CAD) and other criminal justice data bases through a Mobile Data Radio system; WHEREAS, the City of Yakima is able to provide the expertise and technical assistance to allow for such interfacing of data bases for access to the records that the Police Department desires: WHEREAS, the City is authorized under the Interlocal Cooperation Act, RCW 39.34, to contract with Yakima for such services; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF UNION GAP, WASHINGTON, HEREBY RESOLVES as follows: The Mayor is authorized to sign an Information Systems Services Agreement with the City of Yakima. 40 PASSED this 28th day of September 2009. IIML— Jy r e mon, Mayor ATTEST APPROVED AS TO FORM: Kathryn Thompson, CMe, City Clerk obert F. Noe, City Attorney • u.c. F,RE CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and CITY OF UNION GAP, (Fire Dept.), a municipal corporation (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and WHEREAS, the City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAIU MA WILL: 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. 3. Use a reasonable standard of care to insure the security of User Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. Page 1 of 8 UGFD IS Services Agreement 2010.doc 8/4/2009 B. THE USER AGENCY WILL: • 1. Provide and maintain any additional computer hardware and/or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement is January 1, 2010. This 41 Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Annual Payment. The User Agency shall be billed during the first quarter of each calendar year for services during year. The User Agency shall pay for each year's billing for services within sixty (60) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2nd Street, Yakima, Washington. 2. , Prior to October 1 of each year during the term of this Agreement, the City shall provide notice in writing to the User Agency of the fee that will be charged during the subsequent year for the services identified in the Appendix. Page 2 of 8 UGFD IS Services Agreement 2010.doc 8/4/2009 • 3. The User Agency may request additional services . beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional Services.. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an . addendum : to this Agreement. E. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power . outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. F. INDEMNIFICATION/PROMISE NOT TO SUE 4 1 The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). 3. Nothing contained in this Section or this Agreement shall be • construed to create a liability or right of indemnification in any third party. Page 3 of 8 UGFD IS Services Agreement 2010.doc 8/4/2009 • G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be pfno force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MOIDIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, 0 provisions, and conditions of this Agreement are of the essence. Page 4 of 8 UGFD IS Services Agreement 2010.doc 8/4/2009 • L. NON - WAIVER The waiver by the User Agency 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. M. SURVIVAL Any provision of this Agreement that 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. N. WRITTEN NOTICE All notices - required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally •delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to City of Union Gap, Fire Chief, 107 Ahtanum Road, Union Gap, WA 98903. O. SEVERABILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such • statutory provision. Page 5 of 8 UGFD IS Services Agreement 2010.doc 8/4/2009 P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County el Auditor. • Page 6 of 8 UGFD IS Services Agreement 2010.doc 8/4/2009 CITY OF YAKIMA CITY a ION GAP i ..", R. A. Zais, Jr., City Manager /I Date: Title: /,¢*0 Date: ?/i 5 /,'ior ATTEST: City Clerk Contract No. 410 Page 7 of 8 UGFD IS Services Agreement 2010.doc 8/4/2009 APPENDIX A CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 5) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. • • • Page 8 of 8 UGFD IS Services Agreement 2010.doc 8/6/2009 O p CITY OF UNION GAP, WASHINGTON • RESOLUTION NO. 814 A RESOLUTION authorizing the Mayor to execute the City of Yakima Information Systems Services Agreement. WHEREAS, The City of Union Gap desires to have a CAD link established between Dispatch and our reporting Software; and WHEREAS, the Union Gap Fire Department is required to report its fire incident data to the state and federal government; and WHEREAS, the City desires to participate in a regional data collection system and collectively share in the costs; WHEREAS, the City has been utilizing the City of Yakima information services for such purposes and wishes to continue to use the City of Yakima's information services for such purposes; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY O* UNION GAP, WASHINGTON HEREBY RESOLVES as follows: The Mayor is authorized to execute the attached City of Yakima Information Systems Services Agreement. PASSED this 14th day of September 2009. f ie , #`S — _ii fi" Lemon, Mayor ATTEST: APPROVED AS TO FORM: \4 CVY\C- _ Kathryn .Thompson, CMt, City Clerk Robert F. Noe, City Attorney