HomeMy WebLinkAbout07/06/2010 07 YAKCORPS Agreement/Establishment; Spillman Technologies, Inc. Public Safety Systems BUSINESS OF THE CITY COUNCIL
0 YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
. For Meeting Of July 6, 2010
ITEM TITLE: A Resolution authorizing the execution of an Interlocal Agreement for the
establishment of a county wide Consortium to be known as the Yakima
. Consortium for Regional Public Safety (YAKCORPS), which includes
authorization to purchase and implement the Spillman Technologies Inc
public safety systems.
SUBMITTED BY: Rita DeBord, Director of Finance and Technology
CONTACT PERSON /TELEPHONE: Rita DeBord (576 -6771)
SUMMARY EXPLANATION:
After a three -year effort, the Integrated Public Safety Systems (IPSS) project has reached a
critical project milestone and is prepared to take the next major step - that of commencing the
implementation of new, integrated public safety systems across the entire county. The
systems to be included in the IPSS project are: Computer Aided Dispatch (CAD), Mobile Data
0 in police and fire vehicles, Law Enforcement Records, Jail /DOC Records and a Prosecuting
Attorney System.
Background: The project team has been diligently working since early January of this year
on: (1) development of an InterLocal Agreement (ILA) that would establish a Consortium of
governmental agencies for the primary purpose of joining resources to purchase and jointly
operate, maintain and utilize regional public safety systems throughout Yakima County, and
(2) finalizing negotiations with Spillman Technologies for the purchase of various public
safety systems. The project team has completed this work and is forwarding the proposed
agreements to you, with a strong recommendation for adoption by all jurisdictions.
Continued on next page ...
Resolution X Ordinance Other (Specify)
Contract X Mail to (name and address): Finance Dept. will process
Phone:
Funding Source .
APPROVED FOR SUBMITTAL 7c,=-.,, V City Manager
STAFF RECOMMENDATION: Adopt Resolution
BOARD /COMMISSION /COMMITTEE RECOMMENDATION: (1) Adoption Recommended by
0 the county wide Integrated Public Safety Systems Project Team; (2) County Commissioners
adopted Resolution in December 2009 authorizing a previous version of the Contingent
Purchase Agreement with Spillman Technologies Inc; (3) Reviewed Interlocal Agreement in
draft form with Council Public Safety Committee;
COUNCIL ACTION:
•
Current Status: Prior to moving forward, approval to purchase the county -wide, multi-
discipline public safety systems must be obtained and the governance structure for operating
and maintaining the systems must be established and agreed up by all participating
jurisdictions. ,
An Interlocal Agreement (ILA) has been developed in a manner that it is the only document that
needs to be approved in order to both establish the Consortium, which defines the governance
structure, and to authorize the purchase of the Spillman public safety systems.
The Interlocal Agreement has gone through several legal reviews, including that of the City of
Yakima, Yakima County and the Yakima County Fire Districts. The Spillman purchase
agreements have been reviewed by both the County's and the City of Yakima's legal
departments._
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The Interlocal Agreement (ILA) includes three Addendums (these are attached to the ILA, and
are included therein by reference); as noted below:
a. Addendum "A" - Project Funding and Cost Worksheet (for purchase and implementation of
the Spillman and prosecutor's public safety systems);
b. Addendum "B" - Methodology for the Allocation of On - Going System Support and
Maintenance costs (a sample allocation, by Agency, is included — it is based on current
assumptions regarding costs and membership in the consortium)
c. Addendum "C" - Spillman Contingent Purchase Agreement, including:
➢ Vendor Licensing Agreement
➢ Vendor Support and Maintenance Agreement
Note: While an agreement to purchase the prosecuting attorney software portion of these
public safety systems is not yet finalized with the vendor, the estimated cost to purchase and
implement this software is included in Addendum "A" of the ILA. It is intended for this software
to be part of the IPSS project and to come under the governance of the ILA when a purchase
agreement is executed.
Enclosed Information: To-assist Council in your review and consideration of the Interlocal
Agreement, we've prepared, and enclosed, the following information:
1. IPSS Project (Software Purchase and Implementation) Information:
a. Project Milestones
b. Current Project Organization Chart (it's dynamic and changes over time)
c. Project Scope Data Sheet
d. Benefits of the New Integrated Systems
2. Interlocal Agreement Information:
a. Governing Boards - Organizational Chart
b. Highlights (key issues) °
3. Interlocal Agreement - Final Document for action by Council
(Note: the Interlocal Agreement establishes the Consortium (YAKCORPS), which
defines the Consortium's purpose, governance structure, authority, member
responsibilities, and the like, and authorizes the purchase and implementation of the
Spillman public safety systems.)
Action Items:
0 1. Authorization, no later than July 15, 2010, of the enclosed Interlocal Agreement (ILA) by
the governing body of those agencies / jurisdictions within Yakima County who wish to
establish, and become a member of, the Yakima Consortium for Regional Public Safety .
(YAKCORPS); and
2. Immediately upon adoption, return the signature page for your agency /jurisdiction — fully
executed — to the City of Yakima, Finance Department, and attention: Robin Dukart, 129
No. 2nd St., Yakima, Wa. 98901 — (Note: a second fully executed signature page should be
retained by each jurisdiction for your records.)
Note: it is imperative that the ILA be adopted in the same format and verbiage by all
jurisdictions; thus, changes at this point are strongly discouraged. If a jurisdiction requires a
change — of any sort — it must be sent back to Rita DeBord or George Helton, so that the
change can be reviewed and, if agreed upon, adopted by all jurisdictions approving the ILA.
Anticipating adoption of the ILA in early July, Spillman Technologies has agreed to tentatively
schedule to commence implementation work with the Consortium, and the IPSS project team,
in late July / early August 2010. However, if we do no receive notification that the ILA has
been adopted by the above date, we may be forced to postpone commencing implementation
of the Spillman systems.
0 Questions: Should you have any questions, please contact Rita DeBord at your earliest
convenience. (Note: Rita DeBord (Finance / Technology Director, City of Yakima: #576-
6771) and George Helton (Technology Director, Yakima County: #574 -2005) are working
together to steward this project through its necessary steps and to coordinate the efforts to
execute the ILA.)
FYI: A packet of Information very similar to this Agenda Statement has been distributed
to the County and all Cities and Fire Districts within Yakima County in the following two
formats:
1. Email: to facilitate the quick distribution of information, these materials were emailed to
the County Commissioners, Commissioners and /or Chiefs of all Fire Districts and
Mayors of all Cities (note: the email was sent to Fire Chiefs if we do not have updated
email addresses for the respective Fire Commissioners);
2. U.S. Mail: to facilitate the reproduction and distribution internally within each
agency /jurisdiction, 2 paper copies of the above information was mailed to each
jurisdiction.
III .
RESOLUTION NO. R -2010-
A RESOLUTION authorizing and directing the City Manager to sign the "YAKIMA
CONSORTIUM FOR REGIONAL PUBLIC SAFETY INTER -LOCAL AGREEMENT" including
authorization to approve and execute the AGREEMENT as revised or amended hereafter in
consultation with the other participating jurisdictions.
WHEREAS governmental jurisdictions responsible for public safety within Yakima County
desire to establish and maintain a Consortium, to be known as the "Yakima. Consortium for
Regional Public Safety (YAKCORPS) "; and
WHEREAS the "InterLocal Cooperation Act" pursuant to RCW 39.34 et seq. authorizes
establishment of the Consortium and the provisions and terms of the Interlocal Agreement; and
WHEREAS the establishment of the Consortium will provide the organizational structure
necessary to purchase, implement, operate and maintain multi - jurisdictional, multi - discipline
integrated public safety computer systems in an efficient, effective and coordinated manner, and
will establishes a mechanism to address public safety issues in a coordinated manner in the
future, and
WHEREAS the implementation of integrated public safety systems will greatly enhance
the jurisdictions' capability to coordinate law enforcement and firefighting efforts through the
ability to instantly communicate between computer systems, the ability to share data via car-to-
car "voiceless CAD ", improved data for statistical analysis, and an enhanced information
database, and
WHEREAS the public safety agencies participating in the Consortium, and the citizens
served by those agencies, would benefit from a Consortium through shared access to public
safety information, improved efficiencies in obtaining and maintaining such information,
compliance with State and Federal criminal justice information system requirements, shared costs
of public safety systems and through other coordinated public safety related efforts,
Now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to sign the "YAKIMA
CONSORTIUM FOR REGIONAL PUBLIC SAFETY INTER -LOCAL AGREEMENT" including
authorization to approve and sign the AGREEMENT as revised or amended hereafter in
consultation with the other participating jurisdictions. .
ADOPTED BY THE CITY COUNCIL this 6 day of July, 2010.
Micah Cawley, Mayor
ATTEST:
• City Clerk
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YAKCORPS
(Yakima Consortium of Regional Public Safety)
Project Milestones
May 14, 2007 "Public Safety Data Access Taskforce" formed
December 2007 Yakima City Council and Yakima County Commissioners
each authorized $10;000 for project expenses in 2008.
March 19, 2008 RFP Released
April 11, 2008 Vendor Pre -Bid Meeting
April 28, 2008 Vendor Intent to Bid Deadline
July 14, 2008 RFP Response Deadline
• (7 Vendors Responded)
July 28, 2008 Executive Committee reviewed Project status and formally
authorized Project Team to proceed - high priority
September 8, 2008 RFP Evaluation Committees Orientation Meeting
September 15, 2008 RFP Evaluation Committees commenced review
Sept - Nov 2008 • Evaluation Committees completed their initial review of
Vendor RFP responses
December 2008 Yakima City Council and Yakima County Commissioners
each authorized $10,000 for project expenses in 2009.
January 26, 2009 Task Force Executive Committee accepted scoring results
of RFP review committees and authorized vendor demos.
February 2009 Selection of Vendors for Prosecutor's Demonstrations
April 2009 Public Safety Systems Vendor Demonstrations
May 2009 Prosecutor's System Vendor. Demonstrations
Page 1 of 2
Rd YAKCORPS- Milestones.doc
(5/21/10)
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YAKCORPS
(Yakima Consortium of Regional Public Safety)
Proj ect Milestones
June 2009 Committees approve Vendor Demonstration Scoring
results
August 2009 Executive Committee accepted Sub Committee's
Recommendations and authorized contract negotiations
with the 2 Preferred Providers (Spillman & Justware)
December 2009 Received notification of $500K Federal Appropriation
December 2009 Contingent Purchase Agreement with Spillman for Public
Safety Software approved by the County Board of
Commissioners
•
December 2009 Yakima City Council and Yakima County Commissioners
each authorized $10,000 for project expenses in 2010.
January 2010 Received notification of $500K Federal Appropriation
Jan - May 2010 Project team worked to draft Interlocal Agreement to
establish Public Safety Consortium
Next Major Milestones:
I/P Interlocal Agreement
I/P Public Safety Software Contract
I/P Prosecutor's System Software Contract
I/P Hire Project Manager
410
Page2of2
Rd YAKCORPS- Milestones.doc
(5/21/10)
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Public S afety Data Access Task Force
i. i •.,
• ( YAKCORP) . .
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• 1 .
Executive Committee
•
• Rand Elliott, Chair • Bill Lover
• Ken Irwin Rick Ensey
• James Hagarty • Dick Zais
• Ed Campbell • Sam Granato
. • George Helton • Wayne Wantland 1 ;
• Brian Vogel • Rita DeBord _
• RFP Administrator James Restucci Project Co- Chairs
Sue Ownby George Helton
1 Admin. Assistant
• Rita DeBord •• Robin Dukart .
•
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RFP Evaluation Sub Committees
•
1. CAD /911 Call Center 2. RMS/Records 3. Mobile Data • 5. Prosecutor 6. Technology
Wayne Wantland, Chair Dave Thompson, } son, Co Chair Corinne Choy, Co- Chair 4 . J / DOC
Susan AEU, Co -Chair George I Co -Chair
A A A J. A A A A A A A A Phil Schenck! Co -Chair Kelly Rosenow, Co -Chair
Schenck, Cynthia Martinez, Co -Chair Corinne Choy, Co -Chair
(1 vote per entity w/ dispatch center
(1 vote per agency as noted below) A A ,t, ,t, A A .Ed Campbell, Co-Chair A A A A A A. • A y A A .1 A
as noted below) • County: Debbie Martin, . l ,l A. A .l ,l
(1 vote per agency as noted below) (1 vote per agency w/ court (I vote per entity w/ Tech. Dept.
•
• CountySheriff. Maria Carriann Ross . (1 vote per agency with jail • as noted below) • • as noted below)
Grandview PD: Kathy uth • Sunnyside: Jeff Cunningham as noted be lo,v)
. Davilla, Diane Caldwell Y n
y g County: Mike Martian,
• County 911: Bill .• Granger: Becky Pina . • County Sheriff: Dave Thompson • • County :Susan Arb Michael McKinzie, Mike
County: Kevin Charlton • Yakima: Cynthia Martinez -
Blomberg Moxee: Casey Schileroot • • Lower Valley FD #5: Ken Shipman Tibbetts, Richard Springsteen
• • West Valley • Grandview: Kathy Huth • Sunnyside: Deferred to Co-
• Grandview PD: Kathy Selah: Brett Reaves, Jack O'Dell y FD # 12: Darin Deccio Y • Sunnyside: Phil Schenck,
Huth Sunnyside:•Phil Schenck, " • Grandview PD: Kathy Huth •Sunnyside: Phil Schenck Chairs, (Mark Kunkler) Troy Huff
Andrew Gutierrez
• FD #5: Ken Shipman • Melissa Day, Jeff Cunningham • Granger: Rebecca Pena •Yakima: Tom Sellsted;
• Toppenish: Sheryl Newman •Moxee PD: Casey Schilperoort Wapato: Jose Valencia, Ray YOCOM
• Sunnyside: Andrew Bruce Benscoter ••
Gutierrez • Union Gap: Monte McNeitny • • Selah: Jason Horton, Tracy Rosenow .
• Yakima: Maritza Martinez •
• Toppenish: Sheryl • Wapato: Neccie Logan, • • Tieton: Juan Ceja .-
pP ry Angela Stiner • To enish: Damon Dunsmore Fran Nettleton
Newman g PP
• Yakima: Katy Ybarra, • Yakima: Cesar Abrea, Chris . • Union Gap: Justin Heilman, Monty
Francie Moritz, Corinne O'Neal McNeamy
• Wa P ato: Mike Deccio Subject Matter Experts Subject Matter Experts
- Choy, Brenda Cantu
• - • • Yakima: David Willson, Tim Subject Matter Experts
Bardwell •
Subject Matter Experts • East Valley FD #4: Mike Riel • • •
Subject Matter - Experts 1 5 /01 /10)
Subject Matter Experts • •
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Integrated Public Safety Systems (IPSS) Project
IPSS Project Scope — Overview
(May 21, 2010)
A. IPSS Project Costs: •
1) Includes cost to purchase and implement the following Modules /Systems:
1. CAD (computer aided dispatch)
2. Mobile Data (Law and Fire)
3. Law Records
4. DOC / Jail
5. Prosecutor's System
2) Philosophy: hardware upgrades or other costs are included in the project costs
only if existing hardware is not compatible (i.e.: will cease to function) with
new systems. (Costs to replace old, slow or less desirable hardware is not
included in project costs.)
B. Types of Services and related costs Not included in Project Scope of Costs:
a. Maintenance and Support of Mobile Data Equipment
b. Maintenance and Support of Desk -top Computers, printers and related
equipment;
c. Special Public Safety Software and Equipment (ex: license plate readers,
crime analysis software) or the interfaces to these systems from the
Spillman systems
d: Network bandwidth (communications)
e. Technology Engineering services
f. Email
g. Spam filtering for email
. h. Firewall Services
i. Network switches
j.. Network routers
k. Virus protection
1. CJIS compliant connection software (VPN)
m. Response to public disclosure requests / investigations
Note: the costs to purchase, operate and maintain the items listed in Section "B
above, are today and will continue to be the responsibility of the individual public
safety agencies /jurisdiction; who can choose to provide these services in -house or
contract out for needed services at their sole discretion.
• F: \05 -24 -I0 IPSS Mtg \Project Scope - Overview.doc
Last printed 5 /21/2010 3:04:00 PM
ill Integrated Public Safety System Project (IPSS)
. Benefits of New Integrated Systems:
1. Fully integrated data for all agencies.
a. Data secured as appropriate 0
b. One list of bad guys that everyone uses and updates
c. Wants and warrants visible for all agencies .
d. Historic data from agencies archived and available for research by everyone
e. Data entry reduced as "frequent flyers" will already be in the system
f. Work flow engine and document imaging will streamline work, file documents and
images and make searching faster and easier
g. Mug shots will be available across the system for identification
h. Response plans stored and retrievable by everyone as appropriate
i. Ties to "Insight" for automatic search of 40 other systems across Washington as desired .
j. With "Insight" an official can subscribe a name and if anyone on any system looks up
that name they will be instantly notified
2. Criminal Justice Information System (CJIS) compliance .
a. Selected vendor is CJIS compliant
b. County systems are compliant
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c. County networks are compliant
d.. As long as end agencies maintain compliance we will meet federal regulations
3. Lower cost for the county as a whole
a. Costs will be shared equitably using an agreed too formula by the consortium
b. System will run on one central server instead of several individual agency units
c. Hardware costs are less since there is only one server and other hardware
d. One system administrator will support all users
e. Backup and, recovery will be centralized
f. Support from vendor is less because of the shared system
g. Updates and patches only have to be applied to one system
h. Significant fte cost savings for agencies that currently have databases that will be
replaced.
4. Interagency coordination
a. Information fed into the system would be invaluable for violent crime, gang and for drug
task force units operating in Yakima County
b. Image storage capabilities will enable graffiti images to be shared among agencies to
. identify individuals
c. Ability to create "on the fly" instant message groups for large, multi- agency incidences
for local coordination in real time.
d. Improved ability to coordinate large scale events . .
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Rd 5 -24 -10 Benefits of IPSS.doc
e. Improved interdisciplinary coordination improving coordination between police, fire,
and ambulances.
5. Integrated 911 /Dispatch from multiple locations
a. Quickest route function for best response to emergencies by agencies
b. Ability to take and transfer incoming call from one dispatch center to the next
c. Ability to conduct virtual dispatching from any facility including mobile command units
6. Integration with other systems
a. Fire Emergency Reporting System
b. TriTech Ambulance Interface
c. Zetron Fire Paging system
d. Live, links to other Spillman systems (40) via "Insight
e. State electronic ticketing and collision report system (SECTOR)
f. Crime mapping which is available to our citizens via the web
7. Automatic Vehicle Location (AVL) with all agency vehicles displayed as needed
a. Provides for efficient tactical planning by field units
b. Allows for closest unit to be dispatched
c. Provides for officer safety
d. Historic mapping of vehicles allows for forensic analysis (reduces liability and risk)
8. Interagency email and texting
a. Instant communications between all public safety entities
b. Everything is logged •
c. Groups can be created quickly that enable command and control during an incident
d. Saves time and effort as one agency can easily communicate with another via the
system
e. Car to car "voiceless CAD" provides for safer planning and response when there is a
known threat
9. System warning flags on people and premises provide for personnel safety for all system
members
a. Premise flags can indicate previous criminal contacts and any hazmat that may be
present
b. Warning flags on people clearly indicate to the responder any safety issues that may be
present.
c. Flags are customizable by type and severity of issue. •
d. Amber alert, BOLO (be on the lookout) and ATL (attempt to locate) would be visible
system wide. They can be sent out as a scrolling message to all users.
10. Significantly improved statistical analysis capabilities with the crimestat dashboard
11. Hiplinksoftware will allow triggers to be set causing automated notifications to numerous types
of devices.
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Rd 5 -24 -10 Benefits of IPSS.doc
• 0 YAK PS
Consortium Structure
(June 2010 Final ILA)
Cncludes ighest e Vote per A enc
General' R .. g X.
Membership • : all member jurisdictions
o One Vote'per Member Board Elected °Official
o 1 1 Members: . `{ J
• Sheriff— Yakima Co.
• Police Chief— COY
• Police Chief— Upper Valley c
• Police Chief— Lower Valley Executive Board
• Fire Chief— COY o One Vote per Member
• Fire Representative — Fire Dist. 5 \ • .) o 7 Members:
• Fire Representative - Upper Valley • Commissioner — Yakima County
• Mayor — City of Yakima
• Fire Representative — Lower Valley • Mayor — from Upper Valley City
• Director — Yakima County DOC c . • Mayor — Largest Lower Valley City
• Rep. Prosecutors Office — COY or Co. Mayor — from Lower Valley City
• 911 Director Operations
Board • Commissioner — Upper Valley Fire District
• Commissioner — Lower Valley Fire District
/ Dispatch & / Records / DOC / Jail Prosecutors ( Public Safety
p
Mobile Committee Committee Committee Committ Technolo ee " kre not
Committee I I \ voting
J / \ members
J
( Fire ) ( Fire )
i
( Law ) ( Law )
Rd Structure 6 -9 -10
• Yakima Consortium for Regional Public Safety (YAKCORPS)
InterLocal Agreement (ILA)
(June 2010) , .
• Purpose:
To establish the "Yakima Consortium for Regional Public Safety" (YAKCORPS) to provide public safety
services for its' members, thereby benefiting them in terms of efficiency, economy and /or improved
coordination of and /or access to data. Entities eligible to become members of the Consortium include
governmental agencies within Yakima County with responsibility for public safety. The initial undertaking of
the Consortium shall be the purchase, operation, maintenance and utilization of integrated, county -wide
public safety systems.
. . Authorizes:
1. The Formation of a Consortium - to be known as "Yakima Consortium for Regional Public Safety
(YAKCORPS) .
2. The Purchase and Implementation of Public Safety Systems for CAD, Mobile Data, Law Enforcement
Records, Jail /DOC, and Prosecuting Attorneys.
ILA Highlights:
411/ A. System Implementation Project (IPSS):
1 Project Funding: Secured / Dedicated Funding:
> $500,000 2009 Federal Earmark
> $500,000 2010 Federal Earmark
> $160,000 City of Yakima: Dedicated for Prosecuting Attorney Sys.
.> $200,000 City of Yakima: L & J Cap.; Cable TV reserves; Grants
> $ 71,000. County IT Deprec.Funds - Server Purchase
> $ 79,000 911 Funding Contribution .
> $472,777 Balance - Outstanding *
* The County and the City of Yakima realize the value and importance of this system and are committed to
seeing it come together; to the point of committing to funding any capital cost shortfall needed to see the
project to fruition, (on -going maintenance of the system will be borne by all users).
2 Project Costs: Estimated to be just under $2 million.
> Refer to Addendum "A" of the ILA for more detailed system
implementation cost information
> Refer to Addendum ''B" of ILA for detailed On -Going System .
Operation and Maintenance cost information.
3 System Implementation: Will Commence upon execution of the ILA
> Anticipate first systems could "Go- Live" as soon as 1st Qtr 2011.
B Structure:
1 Gen. Membership Board: Comprised of All Members of Consortium
(Article 5) > Governs the affairs of the Consortium •
> Each Member Agency / Jurisdiction has One vote
III May override any decision of Executive Board
06 -11 -10 ILA - Purpose and Highlights.xls
6/21/2010 1/3
ILA Highlights, Cont.:
2 Executive Board: (Article 6) Comprised of 7 Members: 1 County Commissioner; 2 Mayors from
Upper Valley Cities (incl.Yakima), 2 Mayors Lower Valley Cities; Fire
Commissioner from an Upper and a Lower Valley Fire District.
> Functions on behalf of General Membership Board .
> Has full authority and power of the General Membership Board
> Adopts Administrative Policies
> Authorizes budget, expenditures, contracts; Resolves disputes, etc.
> May override any decision of Operations Board
3 Operations Board: (Article 8) Comprised of 11 Members: County Sheriff; 3 Police Chiefs (City of
Yakima and 1 Upper, 1 Lower Valley City); 4 Fire. Chiefs /
Commissioners (City of Yakima, Fire District #5, and 1 Upper and 1
Lower Valley Fire District/Dept.); Director - Yakima County DOC;
Director 911; & 1 Prosecuting Attorney from Yakima County or City of
Yakima.
> Prepare annual.budgets, monitor expenditures; resolve disputes;
• > Develop operating practices, procedures, guidelines, codification
standards and /or customization requirements and related priorities for
the operation & maintenance of the public safety software systems;
> Establish rules, policies, procedures, practices and /or guidelines for
the operations of the Operating Committees;
4 Operating Committees: The Operations Board shall establish the following seven (7)
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(Article 9) Committees to conduct the day -to -day business of the Consortium:
Dispatch /Mobile Data - Fire; Dispatch /Mobile Data - Law; Records -
Fire; Records - Law; Jails /Corrections; Prosecutors; and Technology.
C. Resources, Expenditures and Service Providers: (Articles 10, 11 &16)
1. Primary Funding Sources: Annual Assessments of members /
participating agencies; Grants; Donations; Gifts; Debt Borrowings
2. Authorized Expenditures: Purchases of materials, supplies, software,
hardware, licenses, equipment, administrative / professional services,
repairs and the like.
3. Fiscal Agent: City of Yakima •
4. Technology Services Provider: Yakima County's Technology Dept.
D. Consortium's Authority:
(Article 14) 1. May enter into contracts / agreements with governmental agencies,
vendors, contractors, consultants or other third party entities and with
member agencies as approved by the Executive Board
2. May acquire, own, operate, maintain, equip, reequip, and repair real
and personal assets necessary to carry out business of Consortium;
3. May pursue legal avenues for payment of amounts owing to
Consortium and to enforce terms /conditions of any /all Contracts and
Agreements.
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06 -11 -10 ILA - Purpose and Highlights.xls _
6/21/2010 2/3
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4110 ILA Highlights, Cont.:
E. Member Responsibilities: 1. Members agree to abide b all the terms and conditions of ILA;
(Article 17) 2. Members agree to utilize all systems operated or maintained by the
• Consortium only in the manner intended, including adhering to the
coding standards established by the Operations Board and to maintain
_ confidentiality of information contained within the system;
3. Members agree that a full year's assessment shall be owed and.
payable by each agency for each full or partial year that the agency is a
member of Consortium; •
4. Members agree to accept terms / conditions of the Contingent Loan
Agreement with Spillman Technologies, Inc., including the purchase and
implementation costs of the public safety systems;
5. Member agencies / jurisdiction agree to abide by all terms /
conditions of grants and other funding accepted by Consortium;
- 6. Members agree to comply with Federal and State Public Safety
Technology requirements and all other Federal and State regulations
applicable to Consortium.
F. Agreement Duration: 1. Initial term - 5 years
(Article 18) 2. Thereafter, automatic extensions for 3 years; unless member
requests change
G. Member Termination: Membership in Consortium shall automatically be terminated for those
(Article 18) members who do not adopt new /revised Agreements which have been
adopted by majority vote of the General Membership
H. Withdrawal: (Article 20) Members may withdraw from Consortium by providing notice of intent to
the Executive Board no later than Sept. 15th of any given year to be
effective on Jan.1 st of the subsequent year.
I. Dispute Resolution: (Article 19) 1st: Initial review by Executive Board
2nd: Executive Board appoints a committee to facilitate resolution;
3rd.:General Membership Board Review / Resolve - Decision Final
J. Default: (Article 21) A Member may be deemed "in default" if member fails to uphold the
terms and conditions of this Agreement. The Executive Board shall
review circumstances of any default and determine appropriate actions
• to be taken, which could include restrictions on participation in the
Consortium and /or expulsion from the Consortium. •
K. Dissolution: (Article 22) The Consortium may be dissolved by a 2/3 majority vote of the
governing bodies of the member agencies / jurisdictions.
> Dissolution shall not take effect until the Executive Board has
addressed the Consortium's duties and obligations, as set forth in a final
report submitted to the governing bodies of the member
agencies /jurisdictions.
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06 -11 -10 ILA - Purpose and Highlights.xls
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InterLocal Agreement
For the Establishment of the
Yakima Consortium
for
Regional Public Safety
(YAKCORPS)
(June 2010)
YAKCORPS
InterLocal Agreement
Table of Contents
Section Title Page
Article 1 Consortium Purpose 1
Article 2 Creation 2
Article 3 Definitions 2
Article 4 General Membership 3
Article 5 General Membership Board 4
Article 6 Executive Board 5
Article 7 Legal and Other Professional Assistance 9
Article 8 Operations Board 9
Article 9 Operating Committees 11 .
Article 10 Consortium Resources and Expenditures 13
Article 11 Fiscal Agency 14
Article 12 Annual Budget 15
Article 13 Insurance 17
Article 14 Consortium's Authority 17
Article 15 Integrated Public Safety Systems Project 17
Article 16 Technology. Services Provider 18
Article 17 Member Responsibilities 19
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Article 18 Duration of Agreement 20
•
Article 19 Dispute Resolution ° - 21
Article 20 Member Withdrawal from Consortium 21
Article 21 , Default 22
Article 22 Dissolution of Consortium 22
Article 23 Indemnification 24
Article 24 Non- Discrimination 24
Article 25 Americans with Disabilities Act 24
Article 26 No Conflict of Interest 24
Article 27 Severability 25
Article 28 Execution' 25
Article 29 Hold Harmless 25
Article 30 Amendments 25
Article 31 Entire Agreement 26
Article 32 Signatures 26
Article 33 Filing of Agreement • 26
Addendum:
A Public Safety Systems Project - Implementation Costs and. Funding
B Consortium Annual Assessments — Allocation of On -going Costs
C Contingent Purchase Agreement with Spillman Technologies, Inc., and
Attachments
3
INTER -LOCAL AGREEMENT -
r
. YAKIMA CONSORTIUM ,
for
REGIONAL PUBLIC SAFETY
WHEREAS this Agreement is made and first entered into by and among the undersigned
governmental jurisdictions; and
• WHEREAS the members and the residents of Yakima County would benefit both in terms
of efficiency and economy from a consortium for Public Safety services for Yakima County and the
participating cities, and fire protection districts within Yakima County; and
WHEREAS the undersigned governmental jurisdictions have a goal of establishing and
maintaining a Consortium, to be hereafter known as the "Yakima Consortium for Regional Public
Safety (YAKCORPS) "; and
WHEREAS this Agreement and the activities described herein below are authorized by the
provisions and terms of the "InterLocal Cooperation Act" pursuant to RCW 39.34 et seq.; and
WHEREAS the establishment of the YAKCORPS will provide improved public safety within
0 the boundaries of the consolidated service area of the participating jurisdictions, together with such
other jurisdictions; and
WHEREAS the establishment and maintenance of YAKCORPS will provide substantial
benefit to the citizens of the participating governmental jurisdictions and the public in general; and
WHEREAS the participating jurisdictions desire to expressly state the powers held by
YAKCORPS pursuant to RCW 39.34.030(3)(b); and
WHEREAS the participating jurisdictions expressly state that YAKCORPS is authorized to
acquire, hold and dispose of property pursuant to RCW 39.34.030(4)(b); and
WHEREAS YAKCORPS is funded by the methods described herein.
• NOW THEREFORE, it is hereby agreed and covenanted "among the undersigned as.
follows: -
ARTICLE 1 — Consortium Purpose
A. The purpose of this Agreement is to establish the Yakima Consortium for Regional Public
Safety (YAKCORPS) to provide public safety services for its' members, thereby benefiting them in
terms of efficiency, economy, improved tools, improved coordination of data and /or improving the
members' ability to better protect and serve the citizens of Yakima County.
B. - YAKCORPS shall serve as a liaison to - develop and promote communication,
• understanding and cooperation among the YAKCORPS members and participants on matters
common to the parties and /or affecting the public served by the participants in the Consortium
4
and help ensure the coordination and sharing of integrated public safety information among
members and participants.
C. YAKCORPS may provide technical and professional services to aid the administration
and operations of member jurisdiction's and participants' regional, integrated public safety
systems in a manner that provides greater expertise, lower costs, improved services to its'
members / participants and /or better communications between its' members / participants.
Such services may include, but are not limited to, the acquisition, enhancement, replacement,
operations, maintenance and performance of regionalized public safety technology systems.
D. Further, YAKCORPS may provide technical and professional assistance on public safety
related subjects of mutual concern and interest to the members when requested to do so and
approved by a majority of the Executive Board.
ARTICLE 2 — Creation
YAKCORPS is hereby created as a consolidated public safety services consortium,
which is a public agency. The parties hereto each assign to such agency the responsibility for
public safety services to achieve the purposes provided in Article 1. Such agency shall be and
is hereby created as a separate legal entity as is authorized by RCW 39.34.030(3)b.
ARTICLE 3 — Definitions
A. As used in this Agreement, the following words and phrases shall have the following
meanings:
1. "Consortium" and "YAKCORPS" shall mean the entity that consists of and
represents the entire group of Members to this Agreement.
2. The "County" shall mean the administrative and governing body headed by the
Board of County Commissioners, and "Yakima County" shall mean the geographic
area over which the County Commissioners exercise jurisdiction.
3. "Lower Valley City/Town" shall mean any one of the following cities or towns:
Grandview, Granger, Harrah, Mabton, Wapato, Sunnyside, Toppenish or Zillah.
4. "Lower Valley Fire District" shall mean any one of the following fire districts: Lower
Valley - No.5 or Glade - No.7.
5. "Member(s)" and "Participating Member(s)" shall mean those governmental
agencies / jurisdictions within Yakima County represented by the signatories to this
Agreement and such other Yakima County governmental entities as may become
signatories or otherwise become members in the future; but excluding any
signatory agency who has since withdrawn from or whose membership has been
terminated by the Consortium, per Articles 18 and 20 herein and who has not
subsequently re- joined the Consortium, per Article 18 herein.
6. "Non- Member agency or Jurisdiction" shall mean any agency or jurisdiction that is
eligible to join the Consortium as a member, per Article 4 herein, but is not a
current member thereof. .
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0 7. "Participant" shall mean any /all Participating Agencies, as defined in #8 below, and
Participating Members, as defined in #5 above.
8. "Participating Agency" shall mean an agency(s) who participates in the utilization of
and /or payment for some or all portions of the public safety systems but who are
not members of the Consortium. .
- 9. "Public Safety" shall include any or all of the following activities: 911 call 'taking;
dispatch of law enforcement, firefighting and /or ambulance services; law
enforcement; fire fighting; prosecuting attorneys; incarceration (e.g.: jail and
Department of Corrections); probation and the technology and other services that
support these functions.
10. "Public Safety Systems" shall mean, the Software and /or Hardware required to
support the County -wide Regional Public Safety Systems as identified in Article 12
herein and as may be included in the vendor contracts included as Addendums
hereto, or as such may be modified from time to time.
•
11. "Services" shall mean the performance of duties /activities, and /or the operation and
maintenance of software, hardware and other equipment utilized to enhance public •
safety for the participating members.
- 12. "Upper Valley City /Town" shall mean any one of the following cities or towns:
Moxee, Naches, Selah, Tieton, Union Gap or Yakima.
• 13. "Upper Valley Fire District(s)" shall mean any one of the following fire districts:
Cowiche /Tieton - No.1 ; Selah - No.2; Naches - No.3; East Valley - No.4; Gleed -
No.6; Naches Heights - No.9; Fruitvale - No.10; Broadway - No.11; West Valley -
No.12 or Nile /Cliffdell - No.14.
ARTICLE 4 — General Membership
A. General membership in the Consortium shall be composed of all member agencies.
Representatives from all members are welcome to attend any meeting of the General
Membership, the Executive Board, the Operations Board, the Operating Committees and any /all
other meetings of the Consortium that may occur.
B. Eligible Entities: All local, public safety related governmental agencies / jurisdictions
whose governing body is located within the geographic boundaries of Yakima County are
eligible to become a Member of the Consortium,. subject to proper authorization . by that .
governing body, as evidenced by reference to the motion and vote in the minutes of said agency
/ jurisdiction and by the signature of the highest ranking official of said agency /jurisdiction on this
lnterLocal Agreement or the then current lnterLocal Agreement. Additionally, all requests for
. membership after the effective date of this InterLocal Agreement will be subject to the eligibility
requirements noted above and as included in Article 18 herein, and to all additional criteria, if -
any, as may be required by the Executive Board. Such additional criteria, if any, will be at the
sole discretion of the Executive Board and addressed on a case by case basis.
C. Modifications and /or amendments to the text of the Interlocal Agreement shall required a 2/3
ii majority vote of the Governing Bodies of the Members (i.e.: of the General Membership);
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•
however, the Executive Board has authority to authorize and approve modifications /
amendments to the Addendums to this Interlocal Agreement.
ARTICLE 5 — General Membership Board
A. The affairs of YAKCORPS shall be governed by a General Membership Board
composed of one representative from each participating member. Such representative shall be
the highest- ranking elected member of the jurisdiction or his /her designee, who shall be an
elected official. Each Board member shall have an equal vote and voice in all Board decisions.
B. The Functions of the General Membership Board shall include:
1. Establish rules and policies for the General Membership Board's operation and
regulation of its affairs. ..
2. Monitor the performance of the Executive Board and take appropriate action when
deemed necessary by the Board. Any member of the Board may request the full
General Membership Board to review a decision of the Executive Board.
3. The general Membership Board, by a two- thirds (2/3) majority vote of its members
present at a properly authorized and noticed meeting of the Board, may overturn any
decision or action of the Executive Board.
C. The General Membership Board shall meet only as necessary, but at least annually and
at the request of any member of the General or Executive Board.
1. All materials of regular and special meetings shall be prepared in packets and
distributed to all Board Members at least ten (10) ,days in advance of the meeting
date.
2. The minutes of each General Membership Board meeting shall be prepared and
distributed to each Board Member not more than fifteen (15) days after the date of
the meeting. A quorum shall consist of a majority of those present at a properly
noticed, scheduled meeting.
3. No action is deemed taken by the Board unless the matter was subject to a proper
• motion, which was approved by a majority of the Board present at a properly
noticed meeting and recorded as such in the approved minutes of the meeting.
D. Unless otherwise agreed to by a majority of the Board, Robert's Revised Rules of Order
shall govern all procedural matters relating to the business of the General Membership Board.
All regular meetings shall include the following:
1. Approval of the minutes of the previous meeting
2. Reports from the Chairperson
3. Reports from the Executive Board
4. Reports from the Operations Board •
5. Reports of a`ny member, as requested •
6. Old Business
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•
•
0 7. New Business
E. Members will serve without compensation, but are entitled to reimbursement for
necessary and reasonable expenses actually incurred in the performance of their duties as
members of the Board. Board members shall not be reimbursed for normal and customary
expenses incurred in the performance of their duties as Board members, such as mileage to
and from - Board meetings, cost of meals and the like. Reimbursable expenditures must have
been pre - authorized by the General Membership Board or have been included in the currently
authorized annual budget for reimbursement from the Consortium.
Members, officers and agents of the Board shall conduct themselves in a professional manner
and in accordance with Chapter 42.23 of the Revised Code of Washington, Code of Ethics for
Municipal Officers.
F. The General Membership Board shall maintain a written record of its proceedings that is
available for public inspection. The Board shall record in the record the "aye" and "nay" vote
count on all matters coming before the General Membership Board at any regular or special
meeting. All documents, records and accounts maintained by the Board are subject to (1) the
Public Records Act, RCW 42.56 et seq., relating to public inspection at all reasonable times and
(2) the Washington State Preservation and Destruction of Public Records act, RCW 40.14 et
seq...
•
ARTICLE 6 — Executive Board
• A. The Executive Board shall have the full authority and power of the General Membership
Board to make decisions regarding the affairs of YAKCORPS on a routine basis.
B. The Executive Board shall be chosen from the General Membership Board. The
Executive Board shall be composed of the following seven (7) member representatives, so long
as the agency / jurisdiction remains a member of the Consortium: • .
1. One County Commissioner from Yakima County
2. The Mayor of the City of Yakima
•
3. One Mayor from an Upper Valley City (excluding City of Yakima)
4. The Mayor of the largest populated Lower Valley City
5. One Mayor from a Lower Valley City (excluding the largest populated City)
• 6. One Commissioner from an upper valley Fire District
7. One Commissioner from a lower valley Fire District
• All Board Members not specifically identified in "B ", above, shall be selected by a majority
vote of the entities to be represented by the chosen Board Member. Any Board Member
may appoint a designee to act on their behalf. The designee shall be an elected official from
III the same jurisdiction(s) as the Board member he /she is representing.
C . The Functions of the Executive Board shall include:
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1. Adopt administrative policies for YAKCORPS;
2. Approve YAKCORPS annual budget, subject to the provisions of Article 12 of this
Agreement;
i. Review and authorize the total annual assessment amount(s) for inclusion in
the proposed budget and allocated among the members;
3. Establish policies for expenditures of budgeted items for YAKCORPS;
4. Approve or disapprove unbudgeted expenditures upon receiving recommendations
of the Operations Board;
5. Resolve_disputes that may arise between the members of the Operations Board
and any other issues not resolved by the Operations Board;
6. Evaluate and determine the priority of public safety services the Consortium shall
offer to members, and determine the price and other terms and conditions for and
effects of providing such services, and advise all members of such;
7. Authorize professional services to assist the Consortium in order to address
financial, legal or other technical matters necessary to carry out the functions of the
Consortium;
8. Hire employees and /or contractors as necessary.
9. Approve contracts between YAKCORPS and its members, vendors, or other
parties for materials, services and other business needs of YAKCORPS, including
approval of any modifications or amendments to the agreements contained in the
Addendums to this Interlocal Agreement, but excluding amendments to the text of
the Interlocal Agreement, which requires a 2/3 majority vote of the General
Membership;
10. Approve agreements with federal, state or local governmental agencies;
11. Approve the acquisition of real or personal property, or any interest therein,
whether by purchase, lease, receipt by gifts, grants, or any /all other legal
conveyance;
12. Ensure the General Membership Board is apprised of all proposed changes to
policies, significant operating practices and contracts for services, including
proposed changes to existing software and hardware;
13. Provide recommendations to the governing bodies of participating members
regarding YAKCORPS business issues that may come before such bodies;
14. Provide annually, a report to the General Membership Board on the status of
YAKCORPS. Said report shall include, at a minimum, a detailed list of the current
years' revenues, expenditures; list of all assets and outstanding debt or other
liabilities as of December 31 of preceding year and of any significant changes
therein from the preceding year to the date of the report; status of all
projects /programs included in the current year's annual budget or carried over from
a previous year's budget, and any /all projects in progress; and status of all
awarded grants and of all grant applications /requests outstanding;
15. The Executive Board may also perform other duties and responsibilities as may be
authorized by the General Membership Board from time to time.
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• D. A quorum, or majority vote, of the Executive Board shall consist of a majority of the
voting members, or their designee, present at a properly noticed meeting; .
E. A Chair and a Vice - Chair, and such other officers as the majority of the Board may
authorize, .shall be elected by a majority of the Executive Board, to serve as an officer of the
Executive Board. The term of each office shall be one year; . ..•
1. The Board shall elect the Chair and Vice -Chair for the subsequent year no less
than thirty (30) days prior to the end of the current officers' term of office.
2. The Chair elected by the Executive Board shall serve as the Chair of the General
Membership Board during his /her term of office.
F. The duties of the Executive Board Chair shall be as follows:
1. Chair: The Chair shall oversee all administrative functions of the Board and shall
preside at all meetings of the Board. The Chair, or in the event of the
Chairperson's absence or disability, the Vice Chair, or in the event of the Vice -
Chairperson's absence or disability, the Temporary Chair, may sign and execute,
on behalf of the "Board ", lease agreements, contracts and other instruments
previously authorized by the Board, and generally shall perform all duties incident
to the office of Chair and such other duties as may from time to time be assigned to
such office by the Board. .
• The Chair shall maintain a book of minutes of all meetings of the members,
recording therein the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, and the proceedings thereat; see
that all notices are duly given in accordance with the provisions of this Agreement
or as may be amended from time to time, and as required by law; act as custodian
of the records; exhibit at all reasonable times to any member, upon written request,
the minutes of the proceedings of the members of the Board; attest to the official
signatures of the other officers of the Board. All such records and minutes shall be .
retained for as long as is required by Washington State records retention
requirements.
Signature of the Chair will not be sufficient to bind the Board unless said signature
is first authorized by and on behalf of said Board at a meeting held pursuant to
lawful notice with a quorum present.
At least ten (10) days prior to the end of their term of office, the Chair shall submit
written notice to the Consortium's Fiscal Agent of the names and effective dates of
the subsequent year's Chair and Vice - Chair, and any other officials who may hold
elected office on the Executive Board. The Fiscal Agent is not authorized to act
upon the authorization of the newly elected officials without such written notice nor
prior to the effective date of their term of office. Additionally, the Fiscal Agent is not
authorized to act upon the signature of the current year's elected officials after the
end of their term.
2. Vice - Chair: At the request of the Chair or in the event of the Chair's absence or
• disability, the Vice -Chair shall perform all duties of the Chair, and when so acting
shall have all the powers of, and be subject to all restraints upon the Chair. In
•
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addition, the Vice -Chair shall perform such other duties as may from time to time
be assigned to that office by the Board or Chair.
3. Temporary Chair: A Temporary Chairperson may be appointed by the Board, by a
majority vote of the members present at a properly authorized and noticed meeting
of the Board, if both the Chair and the Vice -Chair are absent or otherwise unable
to perform their duties and responsibilities during their term of office.
G. The Executive Board shall meet regularly, but no Tess than quarterly. All materials of
regular and special meetings shall be prepared in packets and distributed to all Executive Board
members at least five (5) days in advance of the meeting date. Minutes shall be prepared of
each meeting and shall be approved at the next Board meeting. All such meeting notes shall be
distributed to any /all YAKCORP Member(s), upon such member's request or as soon as
available, whether approved by the Board or not. All meeting minutes shall be marked "Draft"
until approved by the Board;
H. The Chair, his /her designee, or a majority of the Board, may call for an executive
session of the Board for discussion of matters protected under RCW 42.30.110, executive
sessions. Such sessions shall comply with the criteria as set forth in the statute;
The Chair shall establish an agenda for each meeting, which shall be distributed with the
packet of meeting materials, and shall oversee the preparation and distribution of meeting
materials and meeting notes;
J. No action will be deemed to have been taken by the Board unless the matter had been
subject to a proper motion, which was approved by a majority of the Board present at a properly
noticed meeting and recorded as such in the approved minutes of the meeting.
K. Unless otherwise agreed to by a majority of the Board, Robert's Revised Rules of Order
shall govern all procedural matters relating to the business of the Executive Board.
L. All regular meetings shall include the following:
1. Approval of the minutes of the previous meeting
2. Reports from the Chair
3. Reports from the Executive Board
4. Reports from the Operations Board
5. Reports of any member
6. Old Business
7. New Business
M. Members will serve without compensation, but are entitled to reimbursement for
necessary and reasonable expenses incurred on behalf of the Board if such expenses were pre -
authorized and approved for reimbursement by the Board. Board members shall not be •
reimbursed for normal and customary expenses incurred in the performance of their duties as
members of the Board, such as mileage to and from Board meetings, cost of meals and the like.
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0 Members, officers and agents of the Board shall conduct themselves in a professional manner
and in accordance with Chapter 42.23 of the Revised Code of Washington, Code of Ethics for
Municipal Officers.
N. The Executive Board shall maintain a written record of its proceedings that is available
for public inspection. The Executive Board shall record in the record the "aye" and "nay" vote
count on all matters coming before the Executive Board at any regular or special meeting. All
documents, records and accounts maintained by the Board are subject to (1) the Public
Records Act, RCW 42.56 et seq., relating to public inspection at all reasonable times and (2) the
Washington State Preservation and Destruction of Public Records, RCW 40.14 et. seq.
ARTICLE 7 — Legal and Other Professional Assistance
The member agencies / jurisdictions may agree to furnish legal, financial or other
professional assistance. The Executive Board may contract with a participating member(s) for
professional services. If these services are not available within the necessary time and /or cost,
the Executive Board may contract with a third party vendor for these services.
ARTICLE 8 — Operations Board
A. The Operations Board shall have the authority and responsibility to govern the day -to -day
operations and activities of YAKCORPS, and to establish such operating practices and
procedures as are necessary to responsibly, efficiently, effectively and with proper care carry
0 out those operations and activities.
B. The Functions of the Operations Board shall be as follows:
1. Establish rules, policies, procedures, practices and /or guidelines for the operations
of the Operations Board and any Operating Committees;
2. Develop operating practices, procedures, guidelines and codification standards, or
customization requirements if needed, for the operation, maintenance of the public
safety software systems;
3. Establish priorities and timelines for the development, enhancement and/ or
replacement of YAKCORPS' public safety hardware and software computer
systems and for the utilization and operation thereof;
a. Steering Committee: The Technology Directors for the County and for the
City of Yakima and the Operations Board shall serve as the Steering
Committee for computer software and hardware implementation projects;
providing oversight and direction to the project manager and the project team.
4. Prepare YAKCORP's annual operating and capital budgets, with input and
assistance from the Operating Committees, and forward such to the Executive
Board for their review and approval;
5. Monitor expenditures throughout the year and ensure YAKCORPS operates within
the authorized budget levels; forward all recommendations for unbudgeted
expenditures and /or reallocation of budgeted funds to the Executive Board for
approval;
• 6. Resolve disputes regarding YAKCORPS' business operations; or forward such to
the Executive Board for resolution;
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7. Any decision of the Operations Board may be over - turned by a majority vote of the
Executive Board;
C. The Operations Board shall be comprised of the following eleven (11) members:
1. Sheriff — Yakima County
2. Police Chief — City of Yakima
3. Police Chief — of an Upper Valley City/Town, excluding the City of Yakima
4. Police Chief — of a Lower Valley City/Town
5. Fire Chief — City of Yakima
6. Fire Representative — of Yakima County Fire District #5
7. Fire Representative — of an upper valley Fire District/Dept, excluding City of Yakima
8. Fire Representative — of a lower valley Fire District/Dept
9. Department of Corrections (DOC) — Yakima County Director
10. Prosecuting Attorney Representative — from Yakima County or the City of Yakima
11. 911 - Director
D. Each Board member shall have an equal vote in all Board decisions. All Board Members
not specifically identified in "C ", above, shall be selected by a majority vote of the entities
represented by each Board Member.
E. Any Board member may designate a representative to attend meetings in that member's
place. While so designated, the representative shall assume all rights and responsibilities of a
full member. The designee must be from the same jurisdiction(s) as the Board member he /she
is representing.
F. The Board shall determine the time and place of its regular business meetings and shall
meet as frequently as the Board deems necessary, but shall meet no less than once per
calendar quarter.
•
G. A quorum shall consist of those members present at a properly authorized and noticed
business meeting.
H. The Operations Board shall elect a Chair and a Vice -Chair from its members, by a
majority vote of the Board. The Chair and Vice -Chair shall serve a one -year term. The Board
shall elect the Chair and Vice -Chair for the subsequent year no less than thirty (30) days prior to
the end of the current officers' regular term of office.
The Chair, and in the absence of or at the request of the Chair, the Vice - Chair, shall have
the following authority and responsibility:
1. To call special meetings of the Board, as appropriate;
2. To preside at regular and special meetings of the Board;
3. To appoint Operating Committees, as needed;
•
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•
10 4. To meet with the Executive Board and attend their meetings and to keep that
Board apprised of the actions of the Operations Board and significant issues
. facing, or likely to be facing, YAKCORPS and /or its members.
J. The Chair, or any two (2) Board members, may call a special meeting of the Board. All
special meetings shall require a minimum of seven (7) business days, and a maximum of forty
five (45) business days, advance notice to each Board member; such notice must be in writing .
and the meeting purpose must be included is such notice.
K. At least ten (1 b) days prior to the end of their term of office, the Chair, or in his /her
absence the Vice- Chair, shall submit written notice to the Consortium's Fiscal Agent of the
names and effective dates of the subsequent year's Chair and Vice -Chair of the Operations
Board. The Fiscal Agent is not authorized to act upon the authorization of the newly elected
officials without such written notice nor prior t� the effective date of their term of office.
Additionally, the Fiscal Agent is not authorized to act upon the signature of the current year's
elected officials after the end of their term.
L. Unless otherwise agreed to by a majority of the Board, Robert's Revised Rules of Order
shall govern all procedural matters relating to the business of the Operations Board.
M. All regular meetings shall include the following:
1. Approval of the minutes of the previous meeting
2. Reports from the Chairperson
III 3. Reports from Operating Committees
4. Reports from other Committees or any member, as requested •
5. Old Business
•
6. New Business
N. All materials for regular meetings and minutes from the prior meeting shall be prepared in
packets and distributed to all Board members, and any /all members upon their request, at least
five (5) business days prior to the date of the next meeting.
O. No action is deemed to have been taken by the Operations Board unless the matter was
the subject of proper motion, . which has been approved by a majority of those Board members
present at a properly noticed meeting, and as provided in the minutes.
. P. Members will serve without compensation, but are entitled to reimbursement for
necessary and reasonable expenses incurred on behalf of the Board if such expenses were pre -
authorized and approved for reimbursement by the Board. Board members shall not be
reimbursed for normal and customary expenses incurred in the performance of their duties as
members of the Board, such as mileage to and from Board meetings, cost of meals and the like.
Q. Members, officers and agents of the Board shall conduct themselves in a professional
• manner and in accordance with Chapter 42.23 of the Revised Code of Washington, Code of
Ethics for Municipal Officers. .
0 R. The Operations Board shall maintain a written record of its proceedings that is available
for public inspection. The Board shall record in the record the "aye" and "nay" vote count on all
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matters coming before the Operations Board at any regular or special meeting. All documents,
records and accounts maintained by the Board are subject to (1) the Public Records Act, RCW
42.56 et seq., relating to public inspection at all reasonable times and (2) Washington State
Preservation and Destruction of Public Records, RCW 40.14 et. seq..
ARTICLE 9 — Operating Committees
A. The Operations Board shall establish the following standing seven (7) Committees to
conduct the day -to -day business of YAKCORPS:
1. Public Safety Dispatch / Mobile Data — Fire
2. Public Safety Dispatch / Mobile Data - Law'
3. Public Safety Records — Fire
4. Public Safety Records - Law
5. Jails and Corrections
6. Prosecutors
7. Public Safety Technology
B. The Functions of the Operating Committees shall be as follows:
1. Responsibile for establishment of operating practices, procedures, and utilization
of the systems relative to the Committee's functional area of responsibility;
2. Establish Codification and other general operating standards by which the
system(s) will be designed and operated;
3. Coordinate and work jointly as needed, with the other Operating Committees to
ensure the best overall utilization of the system(s) while maintaining necessary
security features, accesses and data confidentiality;
4. Evaluate and provide recommendations to the Operations Board regarding system
changes, codification and /or customization proposals, as needed.
Recommendations to the Operations Board should be made jointly with other
Operating Committees, as applicable;
5. Provide user and technical updates and recommendations to the Operations Board
regarding system utilization and status and recommendations for system
enhancements, updates and /or replacements;
6. During significant computer software and /or hardware implementation / installation
projects, Operating Committees may function as Subject matter Experts for the
project or the Operations Board may establish special project teams to the project
for its duration; once the software / hardware is implemented and operating in the
production environment in a satisfactory manner, the Operating Committees will
incorporate this new technology into their Committees, as appropriate.
C. The members of the Consortium's Public Safety Technology Committee shall include, at
a minimum, the head of the Information Technology Departments for Yakima County and for the
City of Yakima, or their designees, and other subject matter experts whom they, or the
Operations Board, may assign at their discretion.
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illo The Operations Board shall appoint members to all Operating Committees by majority
vote of the Board. Committee members shall consist primarily of key operating and /or technical
personnel from the associated functional area of member agencies (i.e.: 911 /dispatch, mobile
data, law records, fire, prosecutors and jail).
E. All Operating Committees shall report to the Operations Board; Committees are advisory
only bodies to the Operations Board, .unless specifically authorized by the Operations Board to
act in their behalf. The Public Safety Technology Committee shall also act as an advisory body
to the Executive Board.
F. Operating Committees shall meet as frequently as they deem necessary and shall
provide an update of their status and activities to the Operations Board at least quarterly.
G. To assist in conducting YAKCORPS business, the Operations Board may create
additional standing and /or Ad -hoc Committees, as may be deemed necessary from time to time,
by a majority vote of the Board. Such additional Committees may be created for a specified
period of time, for a specified purpose, or may serve indefinitely at the pleasure of the
Operations Board.
H. Each Operating Committee shall elect a Chairman from their Committee membership, by
majority vote of the Committee.
I. Any disagreements within and /or between the Operating Committees that are not
satisfactorily resolved by the Committee members will be forwarded to the Operations Board for
40 resolution. In the event that the Operations. Board is unable to reach a satisfactory resolution
the matter will be forwarded to the Executive Board for review and final determination.
ARTICLE 10 — Consortium Resources and Expenditures
A. Funding sources for the operation of the Consortium shall include the following:
1. Revenue derived from the Annual Assessment to member agencies. Such .
assessment shall be calculated by applying the then current year's approved
annual budget amount to the agreed upon cost allocation methodology, as
described in Attachment "B ", attached and incorporated hereto by reference, or as .
may be amended by the Executive Board from time to time;
2. Revenue derived from fees or charges to Members for additional services over and
above those included in the Annual Assessment, as defined in Section A.1., above,
whether contracted or otherwise, if any. Any such special service provided by the
Consortium would be at the request of the individual member and must be pre-
authorized by the Executive Board. .
3. Revenue derived from fees or charges for services to non- Member public safety
. agencies, whether contracted or otherwise, if any;
4. Revenue derived from grants, donations_or other gifts, if any;.
•
5. Proceeds derived from loans or other borrowings, if any;
6. Other legally authorized revenues as may be approved. by the Executive Board
0 . from time to time.
•
•
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B. Expenditures of the Consortium shall be limited to the following:
1. Expenditures for purchase of, reimbursement for and /or payments for materials,
supplies, software and related licenses, hardware and related licenses, equipment,
professional and administrative services, repair and /or maintenance contracts on
Consortium assets, contracts for operation and maintenance support of vendor
software /hardware, preparation and distribution of meeting materials, publication of
meeting notices and related costs, and other reasonable or incidental costs related
to the business, operations and professional stewardship of the Consortium.
2. Other expenditures as may be authorized by a majority vote of the Executive
Board from time to time.
C. All revenues and expenditures of the Consortium shall require proper authorization prior
to accepting revenue, incurring a liability, or paying for an expenditure, as follows:
1. The Chair of the Executive Board is authorized to approve acceptance of funding
from grants, donations, loans, member assessments, contract payments or any
and all other funding sources if such revenue has previously been authorized by
the Executive Board or if the Board approves, by majority vote of the members
present at a properly notice meeting, the acceptance of such revenue /funding. If
such revenue is included in the annual budget, it is deemed authorized by the
Executive Board.
2. The Chair of the Operations Board is authorized to approve payments for
equipment, software, materials, professional services, contract payments and the
like that have been pre- authorized by the Executive Board and included in the
approved budget.
3. All proposed purchases, expenditures and contracts not pre- authorized by the
Executive Board or not included in the approved budget must be submitted to the
Executive Board for approval prior to incurring any obligation for the purchase,
expenditure or contract. Such approval will be evidenced by a majority vote of the
Board members present at the meeting where the vote took place.
Before a vote may be taken to authorize unbudgeted and /or unauthorized work or
contracts, written notice must be given to all members of the General Membership
Board, the Executive Board and the Operations Board that such a vote will be
taken at the next meeting of the Executive Board. Such notice must be given at
least ten (10) days prior to the meeting at which the vote will be taken.
Pre - authorization of Expenditure Exception: in the event of an emergency, as
• defined in Article 11, the Chair of the Operations Board and the Service Provider
Director are authorized to take steps necessary to prevent system failure or repair
system functionality without prior expenditure authorization, as defined and
authorized•in Article 11 herein.
D. The financial operation of the Consortium shall be subject to all applicable Federal and
State statutes and other' regulatory bodies governing legal, financial, accounting, budgeting,
auditing and financial statement / reporting requirements.
•
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•
•
• ARTICLE 11 — Fiscal Agency
A. The City of Yakima shall act as the fiscal agent for YAKCORPS. All YAKCORPS funds
shall be deposited with and disbursed by the Yakima City ;Treasurer's office, pursuant to
vouchers approved by (1) the Chair of the Executive Board or authorized designee, or (2) the
Chair of the Operations Bdard, or authorized designee, if such expenditure is authorized within
the approved budget, or by (3) the Consortium's Technology Services Provider, for expenditures
Tess than $7,500, if such expenditure is authorized within the approved budget and if the Service
Provider is also an employee of a Consortium Member.
•
B. Emergency Situations: However, not withstanding the above, in the case of an
emergency, the Service Provider Director and /or the Chair of the Operations Board is /are
authorized to purchase materials,. equipment and professional services for the purpose of (1)
preventing an imminent system failure that would cause an emergency situation for one or more
members of the Consortium, or (2) restoring the public safety systems to an operational status
. during an emergency situation. The Consortium will be fully liable for the actions and purchases
of the Service Provider Director and the Operations Board Chair during an emergency situation.
• 1. For the purposes of this Interlocal Agreement, a system emergency shall mean an
actual or imminent failure of the Consortium's system the nature of which could
jeopardize the security or confidentiality of system information and /or cause critical
elements of the Consortium's system to stop functioning properly and thereby
jeopardize the safety and security of citizens, public safety employees or their
property.
•
• 2. It is intended that the Consortium's systems shall include those systems owned
and operated by, or on behalf of, the Consortium, including software and server
hardware and as defined in Article 15, herein. It is further intended that the
Consortium's systems do not include systems, services and /or hardware that may
be necessary for the proper operation of the Consortium systems, but are not
owned / operated by the Consortium; such as the communications network,
jurisdictions' individual workstations and the like.
ARTICLE 12 — Annual Budget
Under the direction of the Operations Board
A. Under the direction of the Operations Board, an annual budget shall be prepared and
presented to the Executive Board and to the General Membership Board. The Consortium's
fiscal year shall be the calendar year, and shall end on December 31 of each year. An annual
budget shall be prepared for each fiscal year and shall include:
1. Revenues A detailed . list of projected revenue from each revenue source,
including: recommended assessments of each member agency, a detailed list of
each budgeted contract for service from the Consortium and related revenues; a
detailed list of each budgeted contract for services to the Consortium; a detailed list
of individual budgeted grants, donations and any /all other revenue sources.
•
The annual assessment may include: (1) annual vendor software operation and .
maintenance support costs, (2) authorized technology service provider costs, (3)
authorized system hardware replacement costs, (4) Consortium liability premium
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•
costs and (5) other costs that may be authorized by the Executive Board from time
to time.
2. Expenditures - A detailed list of all anticipated expenditures; including, but not
limited to; planned software and /or hardware purchases or replacements; 3 party
(vendor) support service costs; internal consortium support costs; annual
consortium insurance costs, and detailed list of any /all other expenditures greater
than $5,000; other items less than $5,000 may be aggregated so long as the sum
of all aggregated amounts does not exceed $10,000.
3. The proposed budget shall also include the work plan for the budget year,
including: an explanation of planned / projected and budgeted expenditures;
replacement cycles for major hardware devices and software, if applicable;
changes in costs of vendor maintenance agreements; new, or modifications to,
existing external service agreements; overview of Consortium provided service
agreements and details of any significant planned changes in the operations of the
Consortium's public safety systems and /or operations.
4. Any and all other data or information that the Operations Board believes may be of
significant interest or benefit to the General Membership Board or the Executive
Board in their review and consideration of the annual budget recommendation.
B. May 31s Deadline: The Operations Board will present their proposed annual budget to the
Executive Board no later than May 31st of each year for the subsequent calendar year.
C. June 30 Deadline: The Executive Board shall forward the proposed budget and related
work plan, including their proposed adjustments or modifications thereto, if any, to each member
of the General Membership Board for their review no later than June 30
D. July 31s Deadline: Each member jurisdiction shah submit, in writing, any objections,
concerns and /or change requests regarding the proposed budget, if any, to the Executive Board
no later than July -31st.
1. The governing body of any member jurisdiction may request a special meeting of
the Executive Board to further discuss and /or refine the proposed budget. Such
request shall be in writing and submitted to the Chairman of the Executive Board,
no later than July 31st.
E. August 31 Deadline: The Executive Board shall address concerns or objections
submitted by member agencies, if any, and shall hold a special meeting to discuss the budget,
as they deem appropriate or if requested in writing by a member agency. If a special meeting is
to be held, the Chairman of the Executive Board shall schedule, and provide proper notice of
such special meeting, which shall be held no later than August 31
F. If the Executive Board receives no written notice of objection to or request for a meeting
regarding the proposed annual budget by July 31st, the Executive Board may assume that the
governing bodies of the member jurisdictions do not object to the proposed revenue and
expenditure budget or to the related work plan.
G. September 15 Deadline: The Executive Board shall approve the annual budget for a
given year no later than September 15th of the year prior to the budget year.
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® H. Once authorized by the Executive Board, and within five (5) days of such authorization,
the budget shall be submitted to the governing body of each Consortium member and to the
Chairman of the General Membership and Operations Boards and to the Chairman of each
Operating Committee., The chairman of each Board / Committee shall distribute a copy of the
• budget to each member of his /her Board /Committee.
I. If agreement between a member agency and the Executive Board regarding the
subsequent year's annual budget is not reached, the member agency may choose to terminate
their participation in the Consortium by stating so.in writing. Such notice of termination shall be
provided in writing, signed by the highest elected official of the member agency, and submitted
to the Chairman of the Executive Board within fifteen (15) business days of receipt' of the
Executive Board's approved annual budget.
Not withstanding the above, termination by a member agency shall not relieve that member, or
any other member, of responsibility for meeting financial and other obligations outstanding at
the time of termination.
J. Once the annual budget is approved by the Executive Board, the member assessments
included in the approved budget shall become a legally binding debt of each member agency,
owing to the Consortium.
K. Each member agency shall pay their annual assessment to the Consortium's Fiscal
Agent in two equal semi - annual installments. Payments are to be made on or before February
1s and August 1 of each calendar year for that year's assessment.
III ARTICLE 13 — Insurance
' YAKCORPS shall obtain and maintain commercial general. liability insurance; auto
liability for any owned vehicles; public officials liability (directors & officers liability); and property
insurance covering all equipment owned by YAKCORPS with a value greater than $10,000 or
greater than an amount deemed, by the Executive Board, to be a reasonable and cost effective
insurance deductible amount. The insurance carriers, level of coverage, deductible and other
significant coverage issues shall be as approved by the majority of the Executive Board. Each
member entity will be listed as an additional insured under the commercial general liability
insurance policy for YAKCORPS. YAKCORPS shall additionally obtain and maintain other .
insurance policies as may be required by applicable law or majority vote of the Executive Board.
ARTICLE 14 — C Authority
. A. YAKCORPS may enter into contracts or agreements with governmental agencies,
- vendors, contractors, consultants or other third party entities and with member 'agencies as
deemed necessary and approved by the Executive Board to carry out the purposes and
functions of the Consortium; including, but not limited to, . providing technical services,
administration, planning, support and /or conducting studies of problems of mutual concern.
B. The Consortium may receive grants ' and gifts in furtherance of its programs and
business purpose;
C. The Chairman of the Operations Board is authorized to execute contracts and other
0 agreements with third- parties and member agencies; however, all such contracts and
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•
agreements must first be approved by a majority of the Executive Board at a scheduled meeting
and included in the approved annual budget.
D. YAKCORPS shall have authority to acquire (by purchase, lease or otherwise) own,
operate (directly or by contract), maintain, equip, reequip, and repair real and personal assets
necessary to carry out the business of the Consortium.
E. YAKCORPS shall have the same legal rights and authority as each individual member to
enforce the financial, legal and other obligations of the members to the Consortium, including,
but not limited to, the right to pursue all legal avenues for the payment of annual assessments
and other amounts owing to the Consortium by a member and to collect from that member all
legal and other expenses the Consortium incurred in the collection thereof.
ARTICLE 15 — Integrated Public Safety Systems Project (IPSS)
A. Integrated Public Safety System Project (IPSS): upon execution of this InterLocal
Agreement, members agree to immediately commence the implementation of integrated public
safety systems as defined in the City of Yakima's RFP #10809P, dated March 19, 2008 and as
may have been modified by the IPSS Project team and /or vendor agreements thereafter. This
project shall be known as the Integrated Public Safety System Project or "IPSS:
B. For purposes of defining the scope of work and the related costs to be included in the
implementation phase of the Integrated Public Safety - Systems Project, the members
acknowledge and agree the scope and funding shall include the following: (1) vendor's
computer software and related costs as included in the Contingent Purchase Agreement,
Licensing Agreement and Support Agreement with Spillman Technologies Inc. dated December
22, 2009 and as modified herein in Addendum "C" and its related Attachments, (2) vendor's
computer software and related costs and licensing and support agreements as may be included
in agreements with the vendor(s) of the prosecuting attorney's systems, as may be executed by
the Executive Board of the Consortium in the future, (3) the software licensing and
implementation costs as included in Addendum "A" of this Agreement, (4) conversion of
member's existing systems to the new public safety systems, such work and costs shall include
the costs of the necessary interfaces to existing systems, costs to upgrade agency specific
hardware to be compatible with the new vendor systems, and, as may be authorized by the
Operations Board during implementation, the costs to convert a limited amount of member's
existing data, (5) the server and other related hardware, if any, necessary to run and operate
the software systems for the Consortium as a whole, (6) cost of a project manager to coordinate
and oversee the implementation of the systems for all members, and (7) other incidental and
customary costs that may arise during the implementation of the systems, if authorized by the
Executive Board. _
C. Addendums: Addendum "A" Public Safety Systems Project — Implementation Costs
and Funding; Addendum "B: - Consortium Annual Assessments — Allocation of On -going Costs,
and Addendum "C" — Contingent Purchase Agreement with Spillman Technologies, Inc., and the
related Attachments, are all included in this Interlocal Agreement herein, by reference.
•
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. .
0 ARTICLE 16 — Technology Services Provider .
A. The - Consortium shall contract with a Service Provider for software and hardware
maintenance and operations support for the public safety systems implemented as part of the
Integrated Public Safety Systems Project (IPSS), as described in Article 15 herein. These
s ervices shall include: vendor network administration; database administration; operation and
maintenance of system server(s); acting as technology expert on behalf of the members and as
the primary point of contact between the member agencies and the vendor's support personnel
to address system -wide questions and resolve problems; provide user training, as needed;
coordinate implementation of vendor software updates; and other functions that may be deemed
appropriate by the Executive Board from time to time.
B. The Consortium's Technology Services Provider will not be responsible for the operation
or maintenance of member's workstation hardware, mobile units, or any public safety
software /hardware other than that included in Article 15 herein, if any.
C. The members agree and . authorize the Yakima County Information Technology
Department to function as the Technology Services Provider immediately upon implementation
of the new public safety systems, as defined in Article 15, herein. Members further authorize the
Executive Board to change the Technology Service Provider and /or the services provided by the
Technology Services Provider as they deem appropriate, from time to time. .
0 D. In the event that the Executive Board authorizes another party to perform the tasks of
the Technology Services Provider for the Consortium, the governing body of Yakima County
and Yakima County's Information Technology Department agree to fully cooperate with the
Executive and Operations Boards and the newly authorized Services . Provider in transitioning
their duties and responsibilities to the new Service Provider, including but not limited to; the
physical transfer of the Consortium's servers and other hardware and software to a new
location, if so requested by the Executive Board and to, in good faith, provide the technical
expertise to assist in the transfer as may be needed to ensure a safe, secure and smooth
transition and as may be requested by the Executive Board.
•
E. All .reasonable and customary expenses incurred by the Consortium, the existing Service
Provider and the new Service Provider to accomplish the safe and secure transfer of the
Consortium's software and hardware and the technical expertise to operate the software and
hardware to the new Service Provider shall be paid by the Consortium, unless otherwise agreed
to by the parties. All expenses incurred by the existing or new Service Provider must be pre -
approved by the Executive Board or reimbursement may be denied.
ARTICLE 17 — Member Responsibilities
A. The governing body of each member agency acknowledges and agrees that, upon
execution of this Agreement, YAKCORPS shall step into the position of "Customer" as defined
in the Contingent Purchase Agreement dated December 22, 2009 between Yakima County, the
Customer, and Spillman Technologies, Inc and as modified herein and included as Addendum
"C ". Additionally, YAKCORPS shall be responsible to fulfill all obligations of the "Customer" as
0 required in stated Contingent Purchase Agreement.
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B. The governing body of each member agency / jurisdiction:
1. Acknowledges awareness and acceptance of the Request for Proposal (RFP)
#10809 -P, dated March 19, 2008, and included herein by reference, for county-
wide public safety computer systems;
2. Agrees to abide by the requirements, terms and conditions of any /all Federal grant
funding accepted by YAKCORPS' Executive Board;
3. Acknowledges the value and importance of this system and are committed to
seeing it come together. Further, the County and the City of Yakima realize the
critical nature of this project to the point of committing to funding capital cost
shortfall needed to see the project to fruition.
4. Acknowledges that the ongoing support and maintenance costs of the systems will
be borne by all members;
5. Agrees to abide by the requirements, terms and conditions of all 'grants or other
agency's whose funding is accepted by YAKCORPS' Executive Board;
6. Agrees that a full year's assessment shall be owed and payable by each agency
for each full or partial year that the agency is a member of the Consortium, unless
otherwise agreed to by a two - thirds (2/3) majority vote of the Executive Boardi
7. Agrees that no member or participating agency shall be entitled to a refund, in
whole or in part, of any annual assessment the member or participating agency
may have paid to the Consortium for replacement funding of existing equipment or
for any other purpose.
8. Agrees to comply with all current and future Federal and State Public Safety
Technology requirements in all manners that have, or could reasonably be
expected to have, an impact on the public safety systems governed by the
Consortium.
9. Agrees to pay the full amount of any and all financial obligations assessed upon
member as a condition(s) of withdrawal from the Consortium, the termination of
their membership, or expulsion from the Consortium as provided in Articles 18, 20
and 21 herein. Additionally, the governing body of the member agency /
jurisdiction agrees to pay all reasonable and customary costs incurred by the
consortium, if any, in an effort to enforce such payment by the member.
10. Agrees to abide by all the terms and conditions of this Agreement;
C. The governing body of each member agency is responsible to ensure that all
requirements of the Consortium are carried out as intended and agreed to herein and as are
authorized from time to time by the General Membership Board, the Executive Board and the
Operations Board, including, but not limited to the following:
1. All properly authorized and approved annual Member Assessments shall be paid to
the Consortium's Fiscal Agent by the due date;
2. Members acknowledge that data contained within the public safety systems
operated and maintained by the Consortium is confidential, and members shall
ensure that physical, electronic and procedural safeguards and controls are
implemented and maintained within the member agency, and between member
agencies, to ensure that all confidential information is secure and to prevent
unauthorized access to or use of such information by unauthorized individuals;
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0 3. If a member has reason to believe that any confidential information has or may
become known by unauthorized persons, whether or not employed by that member
agency, the member shall immediately notify the Chairs of the Executive Board
and the Operations Board.
4. Members agree to utilize all systems operated and maintained by the Consortium
only in the manner intended. Further, all members agree to follow and utilize only
the codification standards as established and approved by the Operations Board,
including, but not limited to, the codes established within the system(s) to identify
each individual member agency, each type of criminal offense, type of booking in
the jails, type of arraignment, and the like.
•
ARTICLE 18 — Duration of Agreement
A. The initial term of this Agreement is for a period of five (5) years from the date hereof
and thereafter is automatically extended for consecutive three (3) year periods. Any party
seeking modifications to the Agreement shall provide written notice of such to the Chairman of
the Executive Board by June 1 of the year prior to the end of the then current extension period.
Notice in writing is required and time is of the essence in giving notice.
B. Within 30 days of receipt of a written notice of a modification request by a member
agency, the Executive Board shall notify all members of the General Membership Board and
shall schedule a meeting of the Executive Board to discuss the requested modifications to the
Agreement.
•
0 C. All member agencies shall work in good faith to agree to retain the existing Agreement
or execute a new or revised InterLocal Agreement prior to the last effective date of the current
extension period.
. D. If a majority of the governing bodys do not approve a new or revised Agreement by the
end of the current extension period, the existing Agreement will become effective for another
three (3) year period, unless subsequently modified by a majority vote of the governing body's
of the member jurisdictions.
E. If a majority of the governing bodys of the member jurisdictions adopt a new or revised
Agreement it shall become effective 30 days after the date such majority approval was attained,
or on the effective date stated therein, whichever comes later.
The member jurisdictions whose governing bodys do not adopt the new or revised Agreement
by its' effective date shall continue participation in the Consortium until the existing Agreement
expires, at which time their membership in and the benefits of the Consortium shall terminate.
F. Termination of membership from the Consortium does not eliminate the member
jurisdiction's previous legal or financial responsibilities to YAKCORPS.
G. Should the governing body of a non - member agency / jurisdiction request to join, or
rejoin, the Consortium, whether or not such non - member agency was previously a member of
the Consortium, all of the following criteria must be met: (1) the governing body of the
requesting agency / jurisdiction must approve the InterLocal Agreement in effect at that time; (2)
0 the General Membership Board must approve, by a majority vote of the members present at a
properly authorized and noticed meeting, the membership request, and (3) the requesting
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agency / jurisdiction must accept the terms and conditions, if any, for joining the Consortium as
may be required by the Executive Board. Such terms and conditions may include, but are not
limited to, a "buy -in" amount to be paid by the agency to cover the agency's proportionate share
of Consortium's assets and /or liabilities or to cover any costs /expenses incurred by the
Consortium on the agency / jurisdiction's behalf caused by such agency / jurisdictions previous
termination, expulsion, or other withdrawal from the Consortium. The Executive Board will
determine such terms and conditions, if any, at their discretion and on a case by case basis.
ARTICLE 19 — Dispute Resolution
A. Any controversy or dispute between the parties regarding the application or
interpretation of this Agreement is subject to resolution by the following procedures:
1. Initial review by the Executive Board to facilitate prompt resolution through
agreement.
2. If the initial review does not achieve resolution, the Executive Board Chair shall
appoint a committee with members from the Executive Board and the General
Membership Board with authority to facilitate resolution through agreement.
3. If the matter is not resolved through the work of the committee, the committee will
make a report to the Executive Board and the Executive Board shall refer the
matter to the General Membership Board for final and binding resolution, by a
majority vote of the Board Members present at a properly authorized and noticed
meeting of the Board.
ARTICLE 20 — Member's Withdrawal or Expulsion from Consortium p rt um
A. In addition to termination of a member as provided for in Article 18, a member agency
and /or jurisdiction may withdraw from the Consortium by providing notice of intent to the
Executive Board no later than September 15 of any given year to be effective on January 1
of the subsequent year. Such notice must be in writing and time is of the essence in giving
notice.
B. Upon proper written notice of intent to withdraw from the Consortium by a member, the
Executive Board shall determine the conditions under which the Member may withdraw, .
including, but not limited to: (1) assessment of outstanding payments, if any, due from the
Member to the Consortium, (2) assessment of assets or liabilities, if any, due to /from the
Member from /to the Consortium. Such conditions shall be communicated in writing to the
governing body of the member agency / jurisdiction within sixty (60) days of receipt of members
notice to withdraw.
C. Members agree that upon their withdrawal, or expulsion, from the Consortium they are
not entitled to, nor will they receive any refund or reimbursement of costs for any amounts the
member may have paid into the Consortium for: (1) proration of annual assessment
costs /payments; (2) funds paid into a reserve or dedicated account for the purpose of replacing
hardware in the future or (3) the purchase of assets still in use, or intended for future use, by the
Consortium. The member will not, however, be responsible for any future payments towards
the hardware replacement fund, unless such expenditure related to a Tong -term contract or bond
that was previously authorized by the Consortium and the authorization for that liability
specifically stated that all members at that time would be responsible for their proportionate
share of that liability until it is paid in full.
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•
•
•
ARTICLE 21 — Default
A. Any of the events shall constitute a "default" by the offending member(s) under this
Agreement:
1. Member fails to pay the Fiscal Agent all, or any part thereof, of a properly
authorized and approved assessment when due, and such failure has not been
corrected within fifteen (15) business days after written notification has been given
to the governing body of the member agency;
2. Member improperly utilizes and /or maintains the system(s) coding structure as
approved by the Executive Board and /or the Operations Board;
3. Member's use of information maintained within the system(s) operated and
maintained by. YAKCORPS in an illegal or unethical manner;
4. Member's failure to ensure that physical, electronic and procedural safeguards and
controls are implemented and maintained within the members' agency(s), and
between member agencies sufficient to safeguard confidential information and to
prevent access by unauthorized individuals;
5. Member's failure to utilize all systems operated and maintained by the Consortium
only in the manner. intended or member's failure to follow and utilize only the
codification, standards as established and approved by the Operations Board; •
• 6. Failure to maintain compliance with all Federal and .State Public Safety technology
requirements in all manners that have, or could reasonably be expected to have,
an impact on the public safety systems governed by the Consortium; including, but
not limited to: federal Criminal Justice Information Systems (CJIS) and Washington
Criminal Information Center WACIC);
7. Member's failure to perform any other obligation set forth in this Agreement if such
failure has not been corrected within thirty (30) days after YAKCORPS has given
written notice of such failure to the governing body of the member agency;
B. The Executive Board shall review the circumstances of any default and determine by
majority vote the appropriate action(s) to.be taken in response to the default, which may include
any one or more of the following:
1. Technical and /or professional assistance to facilitate resolution of the underlying
problems causing the default; .
•
2. Restrictions on participation in the Consortium for a specific period of time
preceding resolution; and /or
3. Expulsion from the Consortium.
•
•
• •
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•
ARTICLE 22 Dissolution of Consortium
A. Dissolution of the consortium shall take place through either one of the following two
procedures:
1. The Executive Board shall formulate and approve, by a majority vote of its'
members, a recommendation for dissolution and shall forward it to the General
Membership Board and to the governing bodies' of all member agencies /
jurisdictions. No less than sixty (60) days and no more than one hundred and
eighty (180) days after such recommendation is forwarded to the governing bodies
of all member agencies / jurisdictions, the General Membership Board shall
approve, by a two - thirds majority vote of the then current members, the
recommendation of dissolution.
2. The General. Membership Board shall formulate a recommendation for dissolution
and shall forward it to the governing bodies' of all member agencies / jurisdictions.
No Tess than sixty (60) days and no more than one hundred and eighty (180) days
after such recommendation is forwarded to the governing bodies of all member
agencies / jurisdictions, the General Membership Board approves, by a two- thirds
majority vote of the then current members, the recommendation of dissolution.
B. Dissolution shall not take effect until the Executive Board has completed the wrap up of
the Consortium's duties and obligations, set forth in a final report and submitted to the General
Membership Board and to the governing bodies of all member agencies / jurisdictions. The
wrap up shall include resolution of any outstanding liabilities, disposition of assets, final
accounting and resolution of all legal, financial and regulatory requirements.
C. Disposition of property and assets shall take place as follows:
1. Actual identifiable personal property contributed in total by one member for the
benefit of the Consortium shall be returned to the member agency / jurisdiction
that contributed it, if possible and fiscally reasonable to do so and if contributing
member desires the items return.
2.. . New personal property / real property purchased in the name of YAKCORPS
shall be partitioned on an equitable basis to the current members based upon a
pro -rated share of contributions from the current members as determined in the
current, or last utilized if no current calculation exists, annual cost allocation
calculation. A then current member shall have the option of purchasing any
real /personal property from YAKCORPS in the event of dissolution of the
Consortium, by approval of the Executive Board, at its current fair market value.
In the event that more than one member of the Consortium is interested in
purchasing the property at fair market value, the Consortium shall sell the
property at auction or by sealed bid to the highest bidder above the minimum
price of fair market value. The Executive Board shall use their best judgment to
determine the current fair market value of personal property.
In the event that real property is not sold to a member - entity, the parties agree
that the subject property(s) shall be sold for its current fair - market value; in either
case, the Executive Board shall determine the fair - market value of real property
from the Yakima County Assessor's Office, and /or an independent third party
27
Last printed 6/10/2010 4:17:00 PM
appraisal from a licensed realtor or real estate appraiser, or if these sources are
• not cost effective, the Board shall, in good faith, use their best judgment to
' determine the fair market value of the asset.
3. Any remaining funds or assets after payment of all debts and liabilities shall be
. returned -to each then current member based upon the members' proportionate
share of the total members' current annual cost allocations, or the most recent
allocation if a current allocation is not available.
D. Resolution of any outstanding liabilities shall take place as follows: .
1. All funds received by the Consortium from the sale of assets shall be utilized first
to pay debts / liabilities of the Consortium;
2. ' All current members of the Consortium shall share resolution of any outstanding
liabilities of the Consortium.
3. The Executive Board shall prepare a final .accounting for any outstanding
liabilities of the Consortium and provide a copy to the General Membership
Board. .
4. The Executive Board shall adopt the final accounting after considering any
,comments submitted by the General Membership Board.
• ARTICLE 23 — Indemnification ,
Each member shall have responsibility for and assume the risk of liability for .its own
wrongful and /or negligent acts or omissions, or those of its elected officials, officers, agents,
employees or volunteers to the extent that liability exists, and agrees to defend, indemnify and
hold harmless the other members from any such liability.
. ARTICLE 24 — Non - Discrimination
• . The parties shall not discriminate in violation of any applicable federal, state and /or local
law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital.. •
status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation
and any other classification protected under federal, state or local law. This provision shall
include but not . be limited to the following: employment, upgrading, demotion, transfer,
recruitment, advertising, layoff, or termination, rates of pay or other forms of compensation,
selection for training and the provision of services under this Agreement.
ARTICLE 25 — The Americans with Disabilities Act
The parties shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C.
§ 12101 et seq. (ADA) and its implementing regulations and Washington ,, anti-
discrimination law as contained in RCW Chapter 49.60 and its implementing reulations with
regard to the activities and services provided pursuant to this Agreement. The ADA provides
comprehensive civil rights to individuals with disabilities in the area of employment, public
® accommodations, public transportation, state and local government services and
telecommunications.
28 •
Last printed 6/10/2010 4:17:00 PM •
ARTICLE 26 — No Conflict of Interest
• .
The members covenant that neither they nor their employees have any interest and shall
not hereafter acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of this Agreement. The parties further covenant they will not hire
anyone or any entity having such a conflict of interest during the performance of this Agreement.
ARTICLE 27— Severabilitv
If any part, paragraph, section or provision of this Agreement is adjudged to be invalid by
any court of competent jurisdiction; such adjudication shall not affect the validity of any
remaining section, part or provision of this Agreement.
ARTICLE 28 — Execution
This Agreement or Amendments hereto, shall be executed on behalf of each member
pursuant to an appropriate Motion, Resolution or Ordinance of the governing body of each
member. This Agreement or any Amendment thereto, shall be deemed adopted upon the date
the governing body of the last member agency authorized the appropriate Motion, Resolution or
Ordinance.
This Agreement may be executed in two or more counterparts,- and each such
counterpart shall be deemed to be an original instrument. All such counterparts together will
constitute one and the same Agreement.
110
ARTICLE 29 — Hold Harmless
The parties to the Agreement shall defend, indemnify and save one another harmless
from any and all claims arising out of the performance of this Agreement, except to the extent
that the harm complained of arises from the sole negligence of one of the participating
members. Any loss or liability resulting from the negligent acts errors or omissions of the
General Membership Board, the. Executive Board, the Operations Board or the Operating
Committees, while acting within the scope of their authority under this Agreement, shall be
borne by YAKCORPS exclusively.
ARTICLE 30 — Amendments
•
This Agreement is subject to amendment; modification or replacement by the Governing Bodies
of the then current members. Additionally, the Addendums to this Agreement are subject to
amendment, modification or replacement by the Executive Board.
A. Recommendations for amendments to this Agreement shall require a two- thirds (2/3)
majority vote of the members present at any properly authorized and noticed regular or special
meeting of the General Membership Board. A requested amendment, modification or
replacement of this Agreement shall be forwarded to the General Membership Board and the
Executive Board a minimum of ten (10) calendar days prior to a scheduled meeting at which a
vote on such amendment, modification or replacement is to take place.
41)
• 29
Last printed 6/10/2010 4:17:00 PM
0 B. Within ten (10) business days of approval by the General Membership Board, the Chair
of the Executive Board shall forward the recommended amendment, modification or
replacement to this Agreement to the governing body of each member jurisdiction for review
and approval.
C. Each member jurisdiction shall bring all recommended amendments, modifications or a
replacement to the Agreement before its' governing body within forty -five (45) days of receipt of
such from the Executive Board. Approval by at least two - thirds of the legislative bodies of
member jurisdictions is required to authorize any amendment, modification or replacement to
this Agreement.
D. Any member agency's governing body that did not approve the amendment within the
required timeframe above, may withdraw from the Consortium by providing written notice to the
Executive Board within ninety (90) days of receipt of the approved amendment, modification or
replacement Agreement from the Executive Board. The member agency's withdrawal shall be
effective immediately upon receipt by the Executive Board or simultaneously with the effective
date of the approved amendment, modification or replacement Agreement, if later than the
notice receipt date by the Executive Board. The provisions of Article 20.B and C shall apply to
any such withdrawal by a member. Should a member agency's governing body not approve the
amendment and not withdraw from the Consortium as provided herein, said member agency
shall be deemed to have waived any objection to the amendment, modification or replacement
Agreement and shall be subject to such amendment, modification or replacement Agreement.
E. Addendums to this Agreement are subject to amendments, modifications or replacement
0 by a two - thirds (2/3) majority vote of the members of the Executive Board present at a properly .
authorized and noticed meeting of that Board.
ARTICLE 31 — Entire Agreement
This document, including the Addendums attached .hereto, encompasses the entire
Agreement of the members. No understanding or amendment, addendum or addition to this
agreement shall be effective unless made in writing and approved by a majority vote at a
properly scheduled and noticed meeting of the Executive Board.
ARTICLE 32 — Signatures
Each party to this Agreement shall sign a signature page in a form required by law to
constitute valid execution. Each signature page shall be titled "Yakima Consortium for
Regional Public Safety's InterLocal AGREEMENT SIGNATURE PAGE" FOR (NAME OF
ENTITY) ".
ARTICLE 33 — Filing of Agreement
Upon execution hereof, this Agreement shall be filed with the City Clerk of the respective
participating members, the Yakima County Auditor, and such other governmental agencies as
may be provided by law.
11111
30
Last printed 6/10/2010 4:17:00 PM
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF GRANDVIEW
APPROVED this day of , 2010.
Signature
Print Name:
Title:
•
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
•
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
TOWN OF GRANGER
APPROVED this day of , 2010.
Signature
Print Name:
Title:
•
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
•
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
TOWN OF HARRAH
APPROVED this day of , 2010.
Signature
Print Name:
Title:
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF MABTON
APPROVED this day of , 2010.
Signature
Print Name:
Title:
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF MOXEE
APPROVED this day of , 2010.
Signature
Print Name:
Title:
!
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
!
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
TOWN OF NACHES
APPROVED this day of , 2010.
Signature
Print Name:
Title:
r
ATTEST:
City Clerk:
Date:
Approved as to form:
•
City Attorney
110 t .
Yakima. Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF SELAH
APPROVED this day of , 2010.
Signature
Print Name:
•
Title:
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF SUNNYSIDE
APPROVED this day of , 2010.
Signature
Print Name:
Title:
•
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
•
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF TIETON
APPROVED this - day of , 2010.
Signature
Print Name:
Title:
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
110
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF TOPPENISH
APPROVED this day of , 2010.
Signature
Print Name:
Title:
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF UNION GAP
APPROVED this day of , 2010.
Signature
Print Name:
Title:
•
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF WAPATO
APPROVED this day of , 2010.
Signature
Print Name:
Title:
ATTEST:
City Clerk:
Date:
Approved as to form:
City Attorney
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF YAKIMA
APPROVED this day of , 2010.
Signature
Print Name:
Title:
ATTEST:
•
City Clerk: •
Date:
Approved as to form:
City Attorney
•
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
CITY OF ZILLAH
APPROVED this day of , 2010.
Signature
Print Name:
Title:
•
ATTEST:.
City Clerk:
Date:
Approved as to form:
City Attorney
4111
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
YAKIMA COUNTY
APPROVED this day of , 2010.
J. Rand Elliott, Chairman
Michael D. Leita, Commissioner
Kevin J. Bouchey, Commissioner
Constituting the Board of County Commissioners
for Yakima County, Washington
ATTEST:
Christina S. Steiner, Clerk to the Board
Date:
Approved as to form:
Attorney
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 1, COWICHE / TIETON
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
•
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
•
i
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 2, SELAH
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
•
•
4110
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 3, NACHES
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
•
• Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 4, EAST VALLEY
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 5, LOWER VALLEY
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
•
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 6, GLEED
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
• Yakima Consortium for Regional Public Safety (YAKCORPS)
ty( )
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 7,GLADE
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
•
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 9, NACHES HEIGHTS
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 10, FRUITVALE
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
•
• Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 11, BROADWAY
APPROVED this day of , 2010.
Print Name Chairman
• Print Name Commissioner
• Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
•
• Yakima Consortium for Regional Public Safety (YAKCORPS)
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 12, WEST VALLEY
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
• Yakima Consortium for Regional Public Safety (YAKCORPS)
g tY
INTERLOCAL AGREEMENT SIGNATURE PAGE FOR
FIRE DISTRICT No 14, NILE / CLIFFDELL
APPROVED this day of , 2010.
Print Name Chairman
Print Name Commissioner
• Print Name Commissioner
ATTEST:
Print Name: Signature
Title: Date:
•
YAKCORPS
InterLocal Agreement
Addendum "A"
Integrated Regional Public Safety Systems
Estimated Purchase and Implementation Costs
and
Funding Sources
Last printed 6/10/2010 4:17:00 PM
ILA - Addendum "A"
IPSS Project
110 .Funding and Cost Summary
(as of 6- 15 -10)
Public Safety Systems
(Includes CAD, Mobile Data,
Law Records, Jail &
Prosecutor's Systems) Comments:
A. Dedicated Fundinq:
1 2009 Federal Earmark $500,000
2 2010 Federal Earmark $500,000 _-
• Dedicated for Prosecutor's System
3 City of Yakima - Dedicated Funding $160,000 (Gen.fund)
Law- Justice Capital; Cable TV
4 City of Yakima - Add'I Funding $200,000 reserves; Grants
5 County IT Depreciation Fund . $71,000 Purchase of 1st "Spillman" Server
6 Yakima Communications Ctr. $79,000 911 Funding Contribution
Sub - Total: Dedicated Funding $1,510,000
1110 B., Total Implementaion Costs $1,982,777 Estimate; See attached detail
Difference: ($472,777) Amount Under Funded (1)
C Outstanding Funding Requests:
1 DHS /State - Home Land Security Grant $127,000 Application Pending (2)
2, 2011 Federal Earmark $700,000 Request in Queue (3)
D Other Possible Funding Sources:
1 County Sheriff - Byrne Grant ?? Dedicated for radios, modems, etc.
2 Other Grants ??
3 County Bonds ??
Legend:
The City of Yakima and Yakima County realize the value and importance of this system and are committed
(1) to seeing it come together; to the point of committing to funding any capital cost shortfall needed to see the
project to fruition; (ongoing maintenance of the system will be borne by all users).
(2) Grant Application has been submitted for 100% of the 2010 State Homeland Security grant to be dedicated
to this project. Jim Hall, Emergency Management, is Grant Coordinator.
(3) Grant Award very uncertain; Advised Republicans taking stand against all Earmarks
110 •
•
ILA - Addendum "A' pg. 1 of 2 •
ILA Addendum "A"
IPSS PROJECT*
II I IMPLEMENTATION COSTS
(as of 6- 15 -10)
Prosecutor Public
System Safety Total •
Implemetation Costs: (JustWare Est.) (Spillman) Project Comments:
1 External Costs:
Vendor Software 141,391 459,000
_ Vendor Prof.Svc. & Training 90,593 460,350
Sub -Total 231,984 919,350 1,151,334
T -
Tritech Interface 40,000 Costs p /Spillman (5 20 - 10)
Paging (Zetron) Interface 0 Interface Costs Included
_ XML Interface 0 Interface Costs Included
Project Manager (12 - 18 mo) 90,000 90,000 Estimated
Sub -Total External Costs 231,984 1,049,350 1,281,334
• 2 Internal Costs:
Most Fire Distr. & Police /Fire for
a Workstation / Mobile Upgrades: City's Yakima, Selah, Union Gap:
lnc�.l- ardware, Software, and Wet
H ardware / Software 290,000 Motion, if applicable
Annual Verizon Cost (1st yr.) 75,000 Incl. Only Upgraded Mobiles
Sub - Total: 365,000 365,000
b Prosecutor's System: 0 0
_ Workstations: 15,000 COY Hardware & Software
Assumes County to Host & use
Servers 2,000 existing server capacity/no cost
r
_ Sub -Total Prosecutor's 17,000 n/a 17,000
c Upgrade: V.6 Zetron Paging 40,000 40,000 Hardware Upgrade - Firestations
Based on est.# trips provided by
d Vendor Travel Exp. 10,000 0 10,000 vendor
. County to purch. Using Depr.
f Spillman Server 71,000 71,000 Funds already "banked"
g Data Conversion / Migration 2,000 5,000 7,000 Hire Temps to enter critical data
h Misc. Expenditures 5,000 10,000 15,000
-
Sub -total Internal Costs 34,000 1 491,000 525,000
Total Internal and External: 265,984 . 1,540,350 1,806,334
Contingency 18,619 157,825 176,443 (7% - 10 % Std.)
Total Implementaion costs 284,603 1,698,175 1,982,777 (estimate)
* IPSS Project includes: CAD; Mobile Data, Law Records, Jail /DOC and Prosecutor's Modules /Systems
(Costs estimated based on vendor negotiations; however, RFP not yet awarded to specific vendors)
ILA - Addendum "A" pg. 2 of 2
• YAKCORPS
InterLocal Agreement
Addendum "B"
Integrated Regional Public Safety Systems
Allocation Methodology
• For
Consortium's On -going Support Costs
(and sample allocation calculation - based on estimated costs and current "unit numbers ")
Last printed 6/10/2010 4:17:00 PM
•
•
•
Attachment-"B"
1. Annual Assessments:
a. Expenditure Types: For purposes of determining the total annual assessment to be
allocated- :among the members and participants, the following types of expenditures •
may be included: (1) annual vendor maintenance and support costs, (2) annual
system operating and maintenance costs, (3) hardware replacement funding, (4) a
contingency for unexpected or emergency expenditures during the year, and (5)
other reasonable and customary costs as may be authorized by the Executive Board
from time to time.
•
b. Authorization: The system vendor(s) and Service Provider(s) shall submit their
annual support/maintenance charges for the following year to the Operations Board.
The Operations Board, with input from the various operating committees and the
• technical committee, submit a recommendation to the Executive Board. The
Executive Board shall, by a majority vote, approve the total amount(s) of the . annual
assessment for inclusion in the Consortium's annual budget.
•
•
II. Allocation of Annual Assessment to Participants:
The calculation of the authorized annual assessment to be allocated to each Participant,
shall be as follows (includes Participating Member and Participating Agency as defined is
Section 2, above):,
A. The vendor(s) shall provide the cost of their annual maintenance and support, by
module, to the Consortium's Operations Board;
•
B. the Service Provider shall provide the cost of their annual systems operations
and maintenance support to the Consortium's Operations Board;
C. The Service Provider, if a member of the Consortium otherwise the Operations
Board, shall calculate, by module, the percentage of the total costs that each
Participant shall be assessed. The basis for the allocation of costs of each
Module among the Participants shall be as defined in "G" below;
D. The percentage of total costs, by module, each Participant shall pay (as
calculated in "C ", above) will be multiplied by the total vendor support and
maintenance costs, as determined in "A" above, for same Module. The result of
. this calculation will represent the amount each Participant will be assessed for
• vendor support and .maintenance costs, by Module, for the coming year.
•
E. The percentage of each Participant's vendor costs, by module, is to the total
vendor costs for that Module, (as determined in "D ", above) will be multiplied by
�. the total Service Provider's system operation and maintenance support costs, as
determined in "B" above. The result of this calculation will represent the amount
Last printed 6/10/2010 4:17:00 PM •
•
each Participant will be assessed for the Service Provider's system operation
and maintenance support, by Module, for the coming year.
F. The amount each Participant is assessed, by module, for annual vendor support
and maintenance, as calculated in "D" above will be added to the amount each
Participant is assessed, by module, for annual system operation and
maintenance support, as calculated in "E" above. The result of this calculation
will be the total annual Participant assessment, by Module, for the coming year.
G. Basis for allocating annual vendor and system operation, maintenance and
support costs among participants for each Module shall be as follows:
1. Mobile Data Support: cost allocation shall be based on the total number
of Mobile Data Licenses of each participant compared to the sum of the
total number of Licenses for all participants;
2. CAD / Dispatch Support: cost allocation= shall be based on (a) a fixed
• amount allocated to the Yakima. Communication's Center, as defined
below, and (b) the total number of CAD / Dispatch Log -in ID's of each
participant, except the Yakima Communications Center, compared to the
sum of the total number of Log -in ID's for all participants (refer to
definition below for Log -in IDs);
a. Fixed costs allocated to Yakima Communication's Center shall be
based on the vendor's annual support / maintenance costs for the 911
related functions of the systems, or as may be modified from time to
time by the Operations Board and approved by the Executive Board to
maintain compliance with all federal and state regulations.
3. Law Enforcement Support: cost allocation shall be based on the total
number of Law Enforcement Records Log -in ID's of each participant
compared to the sum of the total number of Log -in ID's for all participants
• (refer to definition below for Log -in IDs);
4. Jail / DOC Support: cost allocation shall be based on the total number of
Jail /DOC Log -in ID's of each participant compared to the sum of the total
•
number of Log -in ID's for all participants (refer to definition below for Log-
in IDs);
•
Last printed 6/10/2010 4:17:00 PM
•
H. User Log -ins shall be Counted as follows:
• 1. By entity, by module; based on the User's primary job function.
For purposes of determining the number of User Log -in ID's applicable to
each participant, each participant will count one Log -in ID for each user's
primary job.function, only.
a. A User may have more than one primary job function; in this case, the
User's Log -ion ID is counted in all applicable Modules;
b. If a User does not have a primary job function within the Modules
identified in the Cost Allocation Calculation, then the closest or
Module of greatest use shall be deemed to be their primary job
function for purposes of.calculating their entity's cost allocation;
c. Most entity's will have just one primary job function for each User •
.(employee) Log -in ID;
2. The total number of user logins will be determined by Module. Each
participant shall provide to the Operations Board the breakdown of the total
• number of user logins by module.
411 III. Other Assessments, Fees and Charges:. •
The consortium may enter into written agreements with individual Consortium members
and participants for additional public safety system support and /or services from time to
time. In these cases, a separate assessment, fee and /or charge may be assessed on
said agency / jurisdiction /,entity. Such additional assessments, fees and /or charges
shall be included in an agreement between the Consortium and the applicable agency,
jurisdiction or entity, and shall not be included in the calculation of the annual
assessment to all members /participants.
•
Note: The following worksheet is only an example of the calculation, or methodology, to be
utilized when determining annual assessments to members and participating agencies in the
future. The actual annual calculations will be based upon (1) the actual annual costs for vendor
support and the service providers' operating and maintenance costs, and (2) the actual number
of User ID's / licenses, as appropriate maintained by each individual agency / jurisdiction.
•
•
•
•
•
Last printed 6/10/2010 4:17:00 PM
•
SAMPLE DRAFT - FOR DISCUSSION PURPOSES ONLY
(May 21, 2010)
YAKCORPS
el CAD/Dispatch Allocation of Estimated Annual Support Costs - Spillman
Mobile Data Law Enforcement JaiVDOC Allocation of Annual Saapport Costs
Open&
Software Software Softw Software Mann. Total
Ag ency Login Support Login Support Login Support Login Support Support I Support Cost
911 Call Ctr. / Dispatch:
1 (Yakima Comm Center I 1 521,5551 0I $01 0I SOS 01 $01 5ar 5110631 333.5181 11.0%
County:
2 Yakima County:
County Family Court 0 50 0 50 2 5162 0 $0 390 '.q. 3252 0.1%
District Court Probation 0 SO 0 SO 6 5487 0 S0 $270 - . 5757 0.2%
Superior Court 0 SO 0 SO 9 5730 0 SO , 8405 51.135 0.4%
DOC 0 SO 0 50 0 Su 280 536,193 520,087 556280 18.4%
Prosecutor 0 50 0 SO 40 53,244 0 SO 51,800 ; 35,044 1.6%
Sheriff Office 18 54,399 54 SI0,657 120 89,737 0 513,757 $38,545 12.6%
Sub -Total 838.410 i 8102,013 33.4%
Cities:
3 Grandview - Fire Dept 0 50 0 SO 0 SO 0 80;a 30 0.0%
- Police Dept 7 51,711 8 $1,579 21 51,703 I $ R- __ $2,843 ___ $7_964 2.6%
Sub -Total 82.843 57,984 2.6%
4 Grander - Fire Dept 0 50 0 50 0 50 0 80 , 50
- Police Dept 0 SO 4 8789 20 $1,6 0 51,338 .:: 53,750 1.2%
Sub -Total :e-` 51,338 1. : 83,750 1.2%
5 Harrah Police Dept (Contract) 0 SO 0 50 0 50 0 80 f ;. 80 0.0%
6 Hignland Fire Dept 0 $0 1 5197 0 S0 0 i' 3110 I' $307 0.1%
t.
7 Mabton - Fire Dept 0 SO 0 50 0 SO 0 j._ 80 , • 80 0.0%
- Police Dept 0 SO 3 $592 10 $81 0 5779. $2.182 0.7%
__ •
Sub -Total 5888 ', 52,489 0.8%
8 Moxee Police Dept 0 SO 4 5789 10 5811 i 3888 82.489 0.8%
9 Naches Police Dept (Contract) 0 50 0 SO 0 SO .1 $0 � ; SO 0.0%
10 Selah - Fire (Dist. #2) 0 50 3 5592 0 SO i l 5329 t` . 5921 0.3%
Selah - Police Dept 2 5489 16 53,158 23 51,865 $3,059 _ 58, 571 2.8%
Sub - Total $3,388 $9,491 3.9%
11 Sunnvside - Fire Dept 0 SO 0 SO 0 SO ' I ` - $0 0.0%
- Police Dept 12 52,933 14 52,763 70 55,677 ti $1' _ 57.029 6.4%
Sub -Total . I 37,029 6.4%
12 Tieton Police Dept
•
0
50 3 5592 7 5568 -` 0 5844 1 81,803 0.6%
13 Toppenish - Fire Dept 0 SO 3 5592 0 SO 1 " 0 - _ �
- Police Dept 12 52,933 13 $2,565 20 fl 622 12 Sl •i 84,85329 13 $921 0.3%
;,13,484 4.4%
Sub -Total 'y:_ 55,141 1. 14,405 5.3%
14 Union Gap - Fire Dept 0 f0 3 $592 0 SO 0 0 _ 5329 5921 0.3%
- Police Dept 0 SO 18 53,552 26 52,109 ?: 0 l;_ 53,142 F ' 58, 803 2.9%
Sub -Total 5 3 , 470 ':•• 89,723 3.2%
15 Wapato - Fire Dept 0 $0 0 SO 0 $0 ' i... 0 ' $0 0.0% •
- Police Dept 0 SO 10 S1,973 25 82,027 r. 4 92,508 2.3%
Sub -Total }( •z $2,508 ' 2.3%
16 Yakima - Fire Dept 0 SO 14 82,763 0 SO .. 0 51,533 ; ' 24.296 1.4%
- Police Dept 25 86,110 54 510,657 291 (23,600 -.„ '
12 St t�, 523,285 ;. $65,182 21.3%
- City Prosecutors 0 $0 0 SO 8 5649 .= 0 8360 5.17d - %
�.009 0.3
Sub - Total Meg 23.1%
17 Zillah - Fire Dept 0 50 0 50 0 SO sr 0 50 *0 0.0%
- Police Dept 2 $489 7 51.381 17 51,379 '. 0 _$1.803 "85,052 1.7% •
Sub -Total _ 51.803 -Y 85.052 1.7%
Fire Districts:
18 Broadway Fire Dist #11 0 50 0 SO 0 5' 0 10:80$ SO o.0%
19 Cowiche Fire Dist #1 50 0 SO 0 Si, 0 SO 0.0%
20 East Valley Fire Dist #4 0 50 7 51,381 0 $u 0 52,148 0.7%
21 Fruitvale Fire Dist #10 0 50 0 50 0 SO 0 30 0.0% •
22 Glade Fire Dist #7 0 SO 0 50 0 SO 0 t;; SO 0.0%
23 Gle Fire Dist #6 0 SO 1 5197 0 5I 0 0 8307 0.1%
24 Naches Fire Dist #3 0 50 0 50 0 Sly 0 • 50 0.0%
25 Naches Heights Fire Dist #9 0 SO 0 50 0 5" 0 80 0.0%
26 Nile Fire Dist #14 0 50 0 50 0 St, 0 , f 30 0.0%
27 West Valley Fire Dist #12 0 SO 8 $1,579 0 SI 0 $2.455 0.8%
28 Yakima Fire Dist #5 12 52 933 5 5987 0 S I 0 $6,095 2.0% •
Sub -Total $3,928'. iirail 3.6%
Other Agencies:
29 ATF 0 SO 0 50 4 5324 0 8180.: 5504 0.2%
30 Prosser- Hospital/Amb 0 50 0 f0 0 SO 0 � i s0 , 50 0.0%
31 US Probation 0 SO 0 SO 6 5487 ; - 0 i 5270 3757 0.2%
32 WA State DOC 0 50 0 50 0 SO 18 $ ' 81,291 53 1.2%
Sub -Total $1,741 $4, 1.6%
Grand Total tit/' a MS 549,92$ 738 SS9' 337 543.:` "S106,141 ,_ . 100.0%
Personnel and Support Costs . Total System Support
•
• Yearl O &M 3109,142
Yearly Spillman Support by Replacement
Module Spillman Fund Overhead
CAD Support $43.550 5196,646 514,100 30 hi,
Mobile Support 549,928
Records Management System $59,608
Jail/DOC $43.560
Spillman Total _ 3196,646 (Sheet is protected to prevent occidental overwrites. Password = password.
Includes taxes
N 5 -11 -10 DRAFT 5A- Attaa.0- S00ple Calc.rls 5 -21.10
YAKCORPS
InterLocal Agreement
Addendum "C"
Contingent Purchase Agreement
with
Spillman Technologies Inc.
This Contingent Purchase Agreement includes:
Attachment A: Interfaces
B: Hardware Requirements
C. Software License Agreement
D. Support and Maintenance Agreement
E. IPSS Project Outline and Work Flow
F. Fee Schedule — Additional Support
Last printed 6/15/2010 3 :56:00 PM
Contingent Software Purchase Agreement
For
Integrated Public Safety Systems
In Response to Request for Proposal (RFP) #10809P
Spillman Technologies, Inc.
June 2010
Page 1 of 26
Contingent Software Purchase Agreement
Table of Contents
SECTIONS
Introduction
Section 1: Quote Summary
Section 2: Software
Section 3: Professional Services
Section 4: 3 Party Products /Services
Section 5: Support and Maintenance
Section 6: Payment Terms
Section 7: Hardware Requirements
Section 8: GEOBASE Implementation
Section 9: Agreement Terms
Section 10: Data Confidentiality & Ownership
Section 11: Software Ownership and Warranty
Section 12: Dispute Resolution
Section 13: Indemnification and Hold Harmless
Section 14: Insurance
Section 15: Force Majeure •
Section 16: Assignments
Section 17: Waiver
Section 18: Severability
Section 19: Law, Jurisdiction and Venue
Section 20: Entire Agreement
ATTACHMENTS:
Attachment A: Interfaces
Attachment B: Hardware Requirements
Attachment C: License Agreement
Exhibit A: Shared Agency - License Agreement —
Attachment D: Support and Maintenance Agreement
Attachment E: IPSS Project Outline and Work Flow
Attachment F: Fee Schedule — Additional Support
Page 2 of 26
' 4625 West Lake Park Blvd.
. Salt Lake C sp1111n31 1 • (801) 9024200
technologies, inc. fax (801) 902 -1210
•
)Reliable Innovat -
SALES QUOTE.& CONTINGENT PURCHASE AGREEMENT .
• Yakima Consortium for Regional Public Safety • Phone: 509- 574 -2005
' 217 North 1st St Agreement Preparation Date: ' 12/14/09 .
Yakima, WA 98901 Expiration Date: 08/31/2010
Operating System Server: IBM /SUN
. • Quote Number:
Contact: George Helton / Rita DeBord • Salesman: Cory Taylor
Int
This Sales Quote / Contingent Purchase .Agreement ( "Agreement ") is made and entered into this 22nd day of December, 2009 by
and between the Customer and Spillman Technologies,.Inc. ( "Spillman "), 4625 West Lake Park Blvd., Salt Lake City, UT 84120.
Customer: It is understood by all parties to this .Agreement that, for purposes of this Agreement, Customer shall be defined as
Yakima County, 128 No. 2nd St., Yakima, Wa. 98901 until such time as the Yakima Consortium for Regional Public Safety •
Systems (to be known as YAKCORPS) executes an InterLocal Agreement (ILA), at which time the consortium, "Y-AKCORPS ",
shall become the Customer.
Contingency: This purchase Agreement is contingent upon the establishment of the Consortium for Yakima Regional Public
Safety Systems (YAKCORPS) evidenced by a fully executed Interlocal Agreement (ILA) among the members. This Agreement is
also contingent upon YAKCORPS' receipt of expected funding. If, for any reason, the terms of the ILA cannot be agreed upon
r the funding is not secured, this contract may be voided by the Customer without any liability to the Customer for payment or
ulfillment of any other terms or conditions contained herein.
..
• Section 1: Quote Summary '
Spillman Software (includes 1st year Maintenance) 459,000
Spillman Professional Services 261,600
Additional Training & Services • 198,750
Total Purchase Price (Phase I and II Costs) ' $ 919,350
Years 2 -6 Maintenance Costs 908,715
•
Total Purchase Price with Six Year's Maintenance • 1,828,065
Approved and Accepted by: , • •
I have read this Agreement in its entirety and hereby approve and accept the terms and conditions of this Agreement as contained .
herein.
Signature of Authorized Customer Representative Signature of Authorized Spillman Representative
, 0 Print Name of Authorized Representative Print Name of Authorized Representative
Title of Authorized Representative Title of Authorized Representative
Page 3 of 26
Date Date
Section 2: Spillman Software and Licenses
•
Description Price Qt Ext. Price
A. Spillman Software : 459,000
1. Spillman Hub
2. Law Records
3. CAD •
4. Jail / •
•
5. Imaging
6. Premises & HazMat
7. Licenses & Permits
8. Traffic
9. Response Plans
10.State Link
11.Paging (Zetron 6000)
12.CAD Mapping
13.E -911
14.Mobile
a. State Queries
b.RMS Queries
c. Voiceless CAD •
d. Spillman Law FoRMS (AFR)
e. AVL & Mapping
f. Drivers License Scanning
15.Alarm Tracking & Billing
16.Spillman COPMPSTAT Dashboard (AKA: Command Solutions)
17.Pin Mapping •
18.Insight **
•
B. Interfaces — See Attachment "A"
** Insight: It is Customer's understanding, and confirmed by Spillman, that
the Insight product will provide access to Customer's historical data
currently maintained on Spillman systems, or currently interfaced to the
Insight product based on the intended functionality of InSight as described
in Spillman Documentation, and thereby eliminates the need for Customer
to convert existing records while maintaining electronic access and retrieval
of these records /documents.
Spillman Software & License Fee Total: $459,000
See Section 7: Notes
Page 4 of 26
•
Section 3: Spillman Professional Services
Description • • Price Qty Ext. Price
•
Spillman Implementation and Professional Services 261,600
AK
lommosome
Pre Implementation Meeting Included
Go -Live Assistance: Phase I and II Included
Project Management Included
Install Services Included
Training Classes Hours - Included
HUB - 5 80
CAD 6 48
Evidence 1 6
Imaging 1 6
Law Records 11 27
License & Permits 1 2
PIN Mapping 1 • 2
Response Plans 2 6 •
Traffic 1 1
CAD Mapping 3 5
Mobile 7 16
State Link 1 2
Additional Training and Services: •
Sheriff's Office Refresher Training Hours 45,250
HUB 10 40
CAD 3 24
Law /Records • 10 40
•
Civil • 1 6
ik
Response Plans Trained w/ CAD 0
CAD Mapping Trained w/ CAD 0
PIN Mapping 2 • 4 .
License & Permits 1 2
Imaging Trained w/ HUB 0
Insight Trained w/ HUB 0
Mobile 8 16
Alarm Tracking 1 1 .
System Admin 2 24
Geobase • 2 24 • .
Go -Live Assistance Sheriff s Office 8,000 2 Weeks 16,000
Jail Training (City & County) Classes Hours 149,500
Jail Training and Go Live to be performed after bond receipt. '
HUB for Jailers 20 ' 160
Jail Admin & Admin Mode 20 160
Jail Overview - . 20 160 .
Medical Assessment 20 40 .
. Image & File Attachments 10 20
Custom Reports 8 16
Accounting (Inmate Transactions) • 20 40
Billing information • 2 2
Go -Live Assistance County Jail 8,000 2 weeks 16,000
Go -Live Assistance City Jail 8,000 2 weeks • 16,000
Go -Live Assistance CAD 8,000 2 Weeks 16,000
6 .
Training Credit offered by Spillman (60,000)
See Section 7: Notes .
Spillman Services Total: $460,350 .
• Page 5 of 26
Section 4: 3rd Party Products & Services
Description Price Qty Ext. Pric
Data Conversion (White Box) 113D TBD
Interface with Prosecuting Attorney's
Systems Vendor 1'BD TBD
ERS Interface 74,000 Included
See
Other Interfaces Included - See Attachment A Attachment A
See Section 7: Notes
See
3rd Party Products & Services Total: Attachment
•
TOTAL PURCHASE PRICE:
(summary of Sections 2, 3 and 4 above) $919,350
Page 6 of 26
•
Section 5: Support and Maintenance
Description • * Price Years * Ext. Price
Support and Maintenance • 181,743 / yr 2 -6 908,715
1. Spillman Hub
2. Law Records
3. CAD
4. Jail /DOC •
•
5. Imaging . •
6. Premises & HazMat
7. Licenses & Permits
8. Traffic •
9. Response Plans •
10.State Link
11.Paging Interface (Zetron 6000)
•
12.CAD Mapping
13.E -911
•
14.Mobile
a.State Queries
b.RMS Queries
c.Voiceless CAD
d.Spillman Law FORMS (AFR)
e.Drivers License Scanning
•
fAVL & Mapping •
•
15.Alarm Tracking & Billing
16.Pin Mapping •
•
17.Insight
18.Spillman COPMPSTAT Dashboard
** r .year maintenance (term 01/01/12 — 12/31/12) • 181,743
** 3` year maintenance (term 01/01/13 — 12/31/13) 181,743
•
. ** 4 year maintenance (term 01/01/14 — 12/31/14) 181,743
** 5 year maintenance (term 01/01/15 — 12/31/15) 181,743
** 6` year maintenance (term 01/01/16 — 12/31/16) 181,743.
Years 2 through 6 Maintenance Total: $908,715
•
• * Prices do not include applicable sales tax. •
. • ** This pricing is only valid if Customer prepays 5 -years of maintenance. If
Customer does not purchase maintenance in advance, maintenance fees will be
subject to annual increases as stated in Section 9 of this Agreement.
•
. .
Page 7 of 26
•
•
Section 6: Payment Terms
Payment ent U n O Ym Po Payment
Customer's Upon Payment upon
Commencement Customer's Payment upon System
of Acceptance Training Acceptance
DESCRIPTION Totals Implementation of Install Completion After "Go Live"
* Phase I
2 Milestones 459,000 120,000
60,000 .109,000 170,000
* Phase II 460,350 169,000 41,000 250,350
3 Milestones
Price Totals: $919,350
* Phase I: Customer agrees to proceed with Phase I implementation only if and when all Contingencies, as
stated in the Introduction Section on page 1 of this Agreement, have been cleared. If the contingencies are
cleared, Phase I will include all software modules and interfaces as included in this Agreement for the
agencies dispatched by SunComm; including: the Cities of Selah, Union Gap and Yakima and the applicable
Fire Districts. Spillman agrees to install the software and interfaces and ensure they are functioning properly
in all material respects, to assist Customer in setting up and coding the system in an efficient and effective
manner, and to perform /provide all professional services and training, as outlined in this Agreement.
* Phase II: Customer agrees to proceed with Phase II only upon completion of Phase I. Phase II will
include all software modules and interfaces included in this Agreement for the following agencies; Yakim
County, and the cities of Grandview, Granger, Harrah, Mabton, Moxee, Naches, Sunnyside, Tieton,
Toppenish, Wapato and Zillah and all remaining Fire Districts within Yakima County not included in Phase
I. Spillman agrees to install the software and interfaces as applicable and ensure they are functioning
properly in all material respects, to assist Customer in any additional setting up and coding the system not
completed in Phase I, and to perform /provide all professional services and training, as outlined in this
Agreement.
Payments / Acceptance / Specifications: Customer agrees to make payments to Spillman upon
Customer's Acceptance of milestones stated in the above chart.. Acceptance means the earlier of: (a)
notification by Customer that the Software is in compliance with the Specifications or (b) use of the
Software by Customer for at least 30 days for any purpose other than testing, unless Customer has
notified Spillman that Software does not meet Specifications. Specifications means the functional and
operational characteristics of the Software as set forth in the Integrated Public Safety System Request
For Proposal (RFP) # 10809P, as responded to by Spillman Technologies and subject to the terms of
such response, both of which are incorporated by reference herein, or as may be subsequently modified
and agreed upon in writing by both parties.
Section 7: Hardware Requirements
A. SUMMIT IMAGING:
The Summit Imaging module allows the agency to capture photos for names, employees, vehicles,
premises, property, and evidence. The picture will be shown on all screens defined for that picture type. l e
Images can be imported from any working twain device such as digital camera or scanner. Images can
also be imported from a valid image file on the PC or file server.
Page8of26
•
General •
• The Spillman software must be loaded•on a Spillman- approved hardware PLATFORM, as
ill outlined in current Spillman Hardware requirements, see Attachment C.
• Spillman technicians must have VPN access to the server where the Spillman software is loaded.
• . A working TCP /IP network to each PC and server that needs access to the images is required.
• . Pictures can be stored on the Spillman Applications Server or a NT 2000 server. Each storage -
solution will have specific needs and limitations that will have to be reviewed and a decision as
•
to which you will use. -
. Hardware •
• Digital input devices. Camera, scanner etc.
Software
• TCP /IP software on each PC and server.. .
• Spillman Imaging software.
• Twain device software loaded on all hardware that is required.
• File sharing software. .
B. SUMMIT MOBILE: •
Quote valid for wireless connection with a true TCP /IP connection.
•
Quote does not include hardware installation. Future installations may be performed by the Customer.
Should the Customer require additional installations, the Customer will be billed at current Spillman
installation pricing. An adjusted quote.reflecting the additional installations may be requested.
•
0
C. SUMMIT:
Hardware- required: • .
A TCP /IP network with port 893 and 4080 open to all Summit users; also ftp and rexec available to the VPN.
Server requirements:
A Spillman Applications Server that is running the SUMMIT server software. Because of the resources
needed to run additional processes on the Spillman Applications Server, you need to evaluate your
current CPU and memory usage. Each main screen that is accessing the database requires approximately
10 MB of memory on the server. As a general rule, Spillman recommends 40 MB of server memory for
each user. If the CPU on your Spillman Applications Server is currently nearing its capacity, running
more processes might slow down your server. If this occurs, you might need to upgrade the CPU or
install a second CPU. For an individual assessment of the memory .requirements for your agency's
server, contact our Installation Department. •
Third -party hardware required: •
A Spillman- approved LAN support modem. .
Client PC requirements:
The Spillman Customer Support Department recommends you use the fastest PCs available to you and
•
that you install as much memory as possible. You must also be running a Spillman- approved version of
Microsoft Windows and be connected to the server via a TCP /IP network. The following is a list of the
minimum requirements: • .
See current Spillman Hardware Recommendations (Attachment B)
Page9of26
NOTE: You can run the SUMMIT 4.5 software on a PC with fewer resources than specified in this
document. However, if you experience problems, Spillman Customer Support Technicians will
recommend that you upgrade the PC before they address any problems on that PC. It should also be
noted that these specifications are for PC's only running the Summit application. If you run other
applications while running. Summit, you will have to accommodate for the increased resources (RAM,
CPU, network bandwidth, etc.) required by the additional programs. Before troubleshooting Summit
performance issues, all additional programs on the PC being tested must be closed.
"Contact the Installation or Development department at Spillman Technologies, Inc. if your agency plans to •
use a Network Information System (NIS) or Pluggable Authentication Module (PAM) authentication. On a
case -by -case basis, Spillman will need to determine whether SUMMIT 4.5 will work with NIS or PAM.
D. STATELINK, E911 OR LIVESCAN:
When the Customer has purchased a license to the Livescan, 911 and /or Statelink interfaces (the '
"Interface(s) "), the following terms shall apply with respect to the set up and testing fees for such
Interface(s):
The parties acknowledge that the use of these Interfaces requires that the Customer obtain access to services
provided by third party agencies. If Customer does not acquire the applicable third party services within six
(6) months from the date Spillman has installed the functional Spillman software (except to the extent the
delay is caused by Spillman), Spillman shall have the option to terminate its pricing commitment for the set
up and testing services for such Interface(s), effective upon written notice. In such event, Spillman shall .
refund or credit (at Spillman's option) to the Customer fees paid for such set up and testing services. If
Customer later acquires the third party services used in connection with the Interface(s), Spillman agrees to
provide the set -up and testing services for the Interface(s) to the Customer at its then- current fee for such
services.
Additionally, if the third party agency modifies the Interface specifications, Spillman may revise its pricing
for the Interface set up and testing service if such service is requested by the Customer after the six -month
period described above, whether or not Spillman previously terminated its pricing commitment for such
service.
E. Other Hardware Requirements: in addition to those described above, see Attachment "B" for full
list of Hardware Requirements, per Spillman.
•
Section 8: GEOBASE IMPLEMENTATION (NEW OR EXISTING SPILLMAN USER)
APPROACH: GIS PERSONNEL •
The agency has access to GIS personnel who know ESRI products (i.e. ArcView or Arclnfo) and
will build and maintain the map.
• The Spillman Trainer that is involved meets with the agency SAA and GIS personnel to
discuss the desired structure of the map for it to work with Geobase and CAD Mapping (if
purchased). This is a 4 hour meeting.
• The trainer works with the GIS person via phone and email. It is expected that the GIS
person will periodically send a copy of the map and appropriate layers for the trainer to review
- • and make suggestions.
Page 10 of 26
• When the map is near completion; a two day t rip is scheduled. This two day trip is meant to
accomplish the following:
0 o Move the map files onto the server.
o View error logs and show how to correct the errors.
o Test the files in a temporary database. .
o Address maintenance issues within Spillman. • .
o Show the SAA how to activate Geobase within the live database.
Section.9: Agreement Terms •
1. This Agreement only covers the products and services listed or attached herein and the products and
services included in YAKCORP'S Integrated Public Safety System Request For Proposal (RFP) #
10809P and Spillman's response thereto, which are incorporated by reference - herein. Spillman agrees
that if and when this Agreement is transferred to YAKCORP, as specified in the Introduction Section
. of this Agreement, that all licenses, and the rights and responsibilities thereof, are applicable individually
and as a whole to each and all members of YAKCORP.
• 2. Customer agrees to pay all uncontested invoices within thirty (30) days of invoice date. Customer further
agrees to advise Spillman within ten (10) days of receipt of an invoice if Customer contests said invoice,
in whole or in part. Spillman provide detailed evidence documenting specific expenditures or
charges, at Customer's request. All out -of- pocket expenditures by Spillman must be pre- approved by
Customer or Customer will have no responsibility or liability to reimburse 'Spillman or any third party
for costs incurred by Spillman. If any part of an invoice is disputed by Customer, Customer will
0 promptly notify Spillman and the parties will negotiate reasonably and in good faith to resolve the .
dispute. If a dispute is unresolved, either party may pursue action to resolve the dispute, as provided in
Section 12.
3. Customer agrees to pay Spillman the Agreement Purchase Price according to the payment terms stated
in Section 6. The Agreement Purchase Price is -valid only through the expiration date. ( "Purchase Price"
does not include second through sixth year maintenance fees.)
4. Customer is solely responsible for the payment of any and all taxes resulting from the acceptance of this
Agreement and purchase of the products and services described herein..
5. When signed by an authorized Customer representative and an authorized Spillman representative, this .
Agreement serves as the Contingent Purchase Agreement between Customer and Spillman.
6. This Agreement includes all the terms and conditions in the corresponding, valid Computer Software
End -User License Agreement (the "License Agreement "), as stated in Attachment "D" and the related
• Maintenance Agreement, as stated in Attachment "E ", between Customer and Spillman. Should there
be any conflicting terms between the License Agreement or the Maintenance Agreement and this
Contingent Purchase Agreement, the Purchase Agreement shall supersede and control.
•
7. Any of the following events shall constitute a "default" under this Agreement: .
a. Customer's failure to pay Spillman any uncontested charges, costs, or other payment accruing herein,
if such failure has not been corrected within ten (10) calendar days after Spillman has given
Customer written notice of such failure; or
411, b. Customer's failure to perform any other obligation set forth in this Agreement, including any act of
repudiation or wrongful rejection of the product, if such failure has not been corrected within thirty
(30) days after Spillman has given Customer written notice of such failure.
Page 11of26
•
c. Spillman's failure to perform any obligations set forth in this Agreement, if such failure has not been
corrected within thirty (30) days after Customer has given Spillman written notice of such failure.
8. Upon occurrence of a default, the non - defaulting party may:
a. Terminate this Agreement and invoke all rights the party possesses up to termination, including, in
Spillman's case, repossession of the Product, and
b. If Customer remains liable for any monetary-obligations created under this Agreement, Spillman
may accelerate and declare all obligations of Customer created under this Agreement to be
immediately due and payable by Customer as a liquidated sum and proceed against Customer in any
lawful way for satisfaction of such sum; and
• c. Should, for any reason, the Yakima consortium discontinue the use of the Spillman system during
years 2 -6 a prorated refund will be issued -- including interest at 1.5 percent per month on all amounts
that have been reimbursed by Spillman, and
d. If Spillman defaults or fails to perform its obligations resulting in the Consortium's inability or
alteration of plans to implement the systems, and this Agreement is terminated as a result, Spillman
will be liable to the Consortium up to the amount of all funds paid to Spillman per Section 6 of this
Agreement.
e. In addition to the forgoing, seek any other remedies that may be available at law or in equity.
9. Customer acknowledges that the monetary obligations of the Customer to Spillman under this
Agreement constitute a commercial account. Customer shall pay, in addition to all other amounts owed
to Spillman, interest calculated at one - and - one -half percent (1.5 %) per month on all uncontested
amounts that have not been paid to Spillman pursuant to the terms of this Agreement, or the highest
rate permitted by law, whichever is less. Customer shall also be liable for all costs of collection of
uncontested amounts, including reasonable attorney's fees whether or not a suit is instituted. Any delay
or failure of either party in exercising any right hereunder, or any partial exercise thereof, shall not be
deemed to constitute a waiver of any right granted hereunder or at law.
10. Spillman agrees to place one copy of the Source Code for all Spillman software and interfaces included
in this Agreement into escrow, as required in the Integrated Public Safety System Request For Proposal
(RFP) # 10809P. Spillman agrees that this Source Code will contain all information necessary to enable
a reasonably skilled programmer or analyst to understand maintain and use and correct the Object
Code. Customer may access this Source Code only in the event of one or more of the following
circumstances occurring: (1) Spillman Technologies Inc. goes out of business, (2) Spillman Technologies
Inc. sells the Software included in this Agreement, in whole or in part, to a 3rd party - unless the
Customer approves, in writing, such sale in advance of its effective date, which approval may be
withheld only for good cause. If Customer does not approve, in writing, of the sale, Spillman shall
provide its source code for all systems, modules and interfaces included in this Agreement — and as may
be licensed by Customer in the future — to Customer prior to the effective date of the sale. Customer
covenants and agrees that it will utilize the source code solely for the purpose of supporting and
operating its existing systems and for Customer's own internal use only, and that Customer will strictly
maintain the confidentiality of the Spillman source code both during and after the term of this
Agreement.
11. Spillman agrees to limit annual price increases for Support and Maintenance of its systems to not more
than the rate of inflation or 4.0% of the previous year's amount, whichever is less. For purposes of this
calculation, the rate of inflation shall be as stated in the Bureau of Labor Statistics' April report, utilizing
the April Year Ending rate for CPI -W (Urban Wage Earners and Clerical Workers) for the Seattle -
Tacoma- Bremerton area. This rate is published by the Bureau of Labor Statistics in May of each year.
Page 12 of 26
12. Spillman agrees to provide written documentation for all software provided for within this Agreement; .
such documentation shall include user guides and manuals for installation and setup, operation and •
maintenance of system. Documentation may be provided in DCD -ROM, DVD, form or on
. ® Spillman's website.
Section 10: Data Confidentiality and Ownership:
Spillman agrees that all data and Customer information in the system is and shall remain the property of the
Customer. Spillman shall not prevent Customer, and shall assist Customer at no charge, in retrieving any /all
data from the system whether or not Customer is purchasing support and maintenance of the system so
long as Customer is utilizing the current or. the immediate prior version of the system at the time of the
requested assistance.
Spillman agrees that all the Customer's information, data, records and coding structure is confidential and •
shall be maintained in strictest confidence and shall not be used or divulged to any other party without the
Customer's written authorization, except as may be required by applicable law, subject to the requirements
of the Washington State Public Records Act, RCW 42.56. Spillman shall maintain physical, electronic and
procedural safeguards, consistent with industry standards, to keep Customer's confidential information
secure • and to prevent unauthorized access to or use of Customer's information by • Spillman officials,
employees, consultants or agents of such. Spillman and the Consortium are each solely responsible for the
procedures to assure the internal confidentiality of their respective security procedures, security devices and
codes, and assume all risk of their own actions in accidental disclosure or inadvertent use of any security
device by any party whatsoever, whether such disclosure or use is on account of negligent or deliberate acts
• •or otherwise.
If Spillman or its Agents have reason to believe that any customer information has or may become known
by unauthorized persons, whether nor not employed by Spillman, Spillman shall immediately notify
Customer by telephone and confirm, such verbal notification in writing within 24 hours of initial
notification. .
Spillman's obligation to maintain the confidentiality of all Customer information shall survive the
termination of any Service Agreement or this Agreement.
Section 11: Software Ownership and Warranty .
Spillman warrants the functionality of the Spillman software during the applicable warranty period, as set
forth in the Spillman . License Agreement. Additionally, Spillman warrants that it has full power. and
authority to grant the licenses and the rights granted under this Agreement and the Spillman License
Agreement. Spillman warrants that neither the license to use nor the use by Customer of the Software will
in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or
other intellectual rights of any third party; Customer's exclusive remedy for a breach of this warranty is set
forth in 'Section 13 below. •
Section 12: Dispute Re
Negotiations: In the event a dispute arises over the interpretation or application of any provision of this
ski greement or the grounds for termination, the parties agree to meet within thirty (30) days of a request by
ne or both parties to resolve the dispute b•negotiation. The parties shall act in good faith to resolve the
dispute.
• • - Page 13 of 26
•
Mediation: In the event that the parties were not able to satisfactorily resolve a dispute through negotiations,
.as outlined above, the parties shall endeavor to resolve claims, disputes and other matters in question
between them by mediation. A request for mediation shall be made in writing, delivered to the other party
to the Agreement, and filed with the person or entity administering the mediation.
The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in
mediation may bring final resolution to the matter, if both parties so decide. If final resolution is not
reached, the parties may agree t� arbitration, but only pursuant to a written agreement.
Court System: In the event that either party should elect to file a claim against the other in a court of law,
such claim or filing shall be made in accord with Section 31, below. All discussions and documents
prepared pursuant to the attempt to resolve a dispute under Section 12 are confidential and for settlement
purposes, only and shall not, be admitted in any court or forum as an admission or otherwise against a party
for any purpose including the applicability of Federal and State court rules. The parties agree to toll any
applicable statutes of limitations during the pendency of any of the above dispute resolution proceedings.
These dispute resolution provisions shall apply and are a condition precedent to either party utilizing any
other remedies.
•
Section 13: Indemnification and Hold Harmless
1. Spillman agrees to protect, defend, indemnify, and hold harmless the Customer, its members, elected
officials, officers, employees, agents, and volunteers from any and all claims, demands, losses, liens,
liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and
expenses (including reasonable attorneys' fees and disbursements) resulting from the infringement or
violation by the Software of any valid patent, copyright, trademark, trade secret or other proprietary
right and as set forth herein and in the Spillman License Agreement.
•
2. If a third party claim against Customer results in a judicial order preventing Customer from
implementing the Software, Spillman, in its sole discretion, but only after consultation with
Customer, will at its option either (a) procure from such third party the right to (a) allow Customer to
continue to use the Software; (b) modify or replace the Software or infringing portions thereof to
become non - infringing; or (c) if neither (a) nor (b) are commercially reasonable under the
circumstances, Spillman may terminate the license for the Software and give Customer a full refund
of the applicable License Fees and the Professional Services Fees related to the development and
implementation of the effected Software. . Additionally, if a third party claim against Customer
results in a judicial order preventing Customer from utilizing the Software, in whole or in part, the
same three options will apply. If option (c) is the remedy, Spillman will give Customer a full refund
of the current and prior year's annual support fees for the affected Software, and a pro rata refund of
the applicable License Fees for the Software, based on a straight -line depreciation for a period of
five (5) years from the date of implementation.
3. Spillman's obligation to defend, indemnify and hold Customer harmless for claims of infringement
may be limited to the extent that a claim of infringement is based on (a) Customer's unauthorized
modification of the software and the alleged infringement would not have occurred but for such
unauthorized „modification or (b) Customer's failure to adhere to Spillman's instructions for the use
and maintenance of the Software and the alleged infringement would not have occurred but for such
failure.
4. Nothing contained in this Section or this Contract shall be construed to create a liability or a right ht of®
g Y g
indemnification in any third party.
Page 14 of 26
Section 14: Insurance ,
w1 Spillman will obtain and maintain the following lines and amounts of insurance coverage at all times
. ring performance of the Services; Spillman shall secure and maintain in effect insurance to protect the
Customer.from and against all claims, damages, losses, and expenses arising out of or resulting from the
performance of this Agreement. Spillman shall provide and maintain in force insurance in limits no less
than that stated below, as applicable. The Customer reserves the right to require higher limits should it
deem it necessary in the best interest of the public.
2. Commercial General Liability Insurance. Before this Contract is fully executed by the parties,
Spillman shall provide the Customer with a certificate of insurance as proof of commercial liability
insurance and commercial umbrella liability insurance with a total minimum liability limit of Two
Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property
damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state
who the provider is, the coverage amount, the policy number, and when the policy and provisions
provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall
name the Customer, its elected officials, officers, agents, employees, and volunteers as additional
insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first
giving the Customer thirty (30) calendar days prior written notice (any language in the clause to the
effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the
company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an
insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of
Washington.
Commercial Automobile Liability Insurance.
. If Spillman owns any vehicles, before this Agreement is fully executed by the parties, Spillman shall
provide the Customer with a certificate of insurance as proof of commercial automobile liability
insurance and commercial umbrella liability insurance with a total minimum liability limit of Two
Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury _ and property
damage. Automobile liability will apply to "Any Auto" and be shown on the certificate.
b. If Spillman does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be
required and may added to the commercial liability coverage at the same limits as required in Section
14.2 of this Agreement, which entitled "Commercial Liability Insurance ".
c. Insurance Certificates: Under any situation described above in this Section 14, the required
certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number,
and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration
of this Agreement. The policy shall name the Customer, its elected officials, officers, agents,
employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not
cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice
(any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or
liability of any kind upon the Customer" shall be crossed out and initialed by the insurance agent). The
insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and
admitted in the State of Washington.
4. Professional Liability 'Coverage: Before this Contract is fully executed by the parties, Spillman shall
.rovide the Customer with a certificate of insurance as proof of professional liability coverage with a
total minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit
bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate
shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and
Page 15 of 26
•
provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The
policy shall contain a clause that the insurer will not cancel or change the insurance without first giving
the Customer thirty (30) calendar days prior written notice (any language in the clause to the effect of
"but failure to mail such notice shall impose no obligation or liability of any kind upon the Customer"
shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance
company or companies rated A -VII or higher in Best's Guide. If the policy is written on a claims made
basis the coverage will continue in force for an additional two years after the completion of this
Agreement.
Section 15: Force Majeure
Neither party will be liable hereunder by reason of any failure or delay in performance of its obligations
hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires,
flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material
shortages or any other cause which is beyond the reasonable non - financial control of such party.
•
Section 16: Assignment
Neither this Agreement nor any rights or obligations of either party hereunder.may be assigned in whole or
in part without the prior written approval of the other party, which approval will not be unreasonably
withheld except as may be authorized elsewhere in this Agreement. However, a party may, upon notice to
other party, assign this agreement to an affiliate or to a third party in connection with an assignment of all or
substantially all of its assets to such third party.
Section 17: Waiver
The failure of either party to require performance by the other party of any provision hereof will not affect
the right to require such performance at any time thereafter; nor will the waiver by either party of a breach
of any provision hereof be taken or held to be a waiver of the provision itself.
Section 18: Severability
In the event that any provision of this Agreement will be unenforceable or invalid under any applicable
law or court decision, such unenforceability or invalidity will not render this Agreement unenforceable
or invalid as a whole and, in such event, any such provision will be changed and interpreted so as to best
accomplish the objectives of such unenforceable or intended provision within the limits of applicable
law or applicable court decisions.
Section 19: Independent Contractor Status
Spillman and the Consortium understand and expressly agree that Spillman is an independent contractor
in the performance of each and every part of this Agreement. Spillman, as an independent contractor,
assumes the entire responsibility for carrying out and accomplishing the services required under this
Agreement free from supervision by the Consortium over the methods and details of performance except
as provided herein. Additionally, and as an independent contractor, Spillman and its employee(s) shall
make no claim of Consortium employment nor shall claim against the Consortium any related
employment benefits, social security and /or retirement benefits. Nothing contained herein shall be
interpreted as creating a relationship of servant, employees, partnership or agency between Spillman or
any officer, employee or agent of Spillman and the Consortium.
Page 16 of 26
Section 20: Taxes and Assessments
Spillman shall be solely responsible for compensating its employee(s) and for paying all related taxes,
deductions and assessments, including but not limited to, federal income tax, FICA, social security tax,
fil l ssessments for unemployment and other deductions from income which may be required by law.
Section 21: Nondiscrimination Provision -.
During the performance of this Agreement, Spillman shall not discriminate in violation of any
applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion,
color, national origin, marital status, disability, honorably discharged veteran or military status,
pregnancy, sexual orientation and any other classification protected under federal, state, or local law.
This provision shall include but not be limited to the following: employment, upgrading, demotion,
transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation,
selection for training, and the provision of services under this Agreement.
Section 22: The Americans With Disabilities Act
Spillman shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.
(ADA) and its implementing regulations and Washington State's anti - discrimination law as contained in
RCW Chapter 49.60 and its implementing regulations with regard to the activities and services provided
pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with •
disabilities in the area of employment, public accommodations, public transportation, state and local
government services and telecommunications.
lik ection 23: Compliance With Law
Spillman agrees to perform those services under and pursuant to this Agreement in full compliance with
any and all applicable laws, rules and regulations adopted or promulgated by any governmental agency
or regulatory body, whether federal, state, local or otherwise. ,
Section 24: No Insurance . -
It is understood the Consortium does not maintain liability insurance for Spillman and its officers,
directors, employees and agents:
Section 25: No Conflict of Interest
Spillman covenants that it does not have any interest and shall not hereafter acquire any interest, direct
or indirect, which would conflict in any manner or degree with the performance of this Agreement.
Spillman further covenants that it will not hire anyone or any entity having such a conflict of interest
during the performance of this Agreement.
,
Section 26: No Third. Party Rights
This Agreement is entered into for the sole benefit of the Consortium and Spillman. It shall confer no
benefits or rights, direct or indirect, on any third persons, including employees of the parties. No person
or entity other than the parties themselves may rely upon or enforce any provision of this Agreement.
he decision to assert or waive any provision of this Agreement is solely that of each party.
Page 17 of 26
Section 27: Survival ' •
Any provision of this Agreement which imposes an obligation after termination or expiration of this
Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to
this Agreement.
•
Section 29: Null and Void
This Agreement shall be null and void if any local labor union objects to this project•on the grounds of
displacing local labor. •
30: Notices
Unless stated otherwise herein, all notices shall be in writing and sent to the parties to their addresses as
follows:
TO CONSORTIUM: Office of the City Manager
City of Yakima
•
129 North Second Street •
Yakima, WA 98901
And
• Office of County Commissioners
Yakima County
128 North Second Street
Yakima, WA. 98901
TO SPILLMAN: Cory Taylor, Sr. Field Sales Executive
Spillman Technologies Inc.
4625 West Park Blvd.
Salt Lake City, UT 84120
Section 31: Law, Jurisdiction and Venue
This Agreement, and all matters arising out of or relating to this Agreement, will be governed by, and
construed and enforced in accordance with the internal laws of the State of Washington. Any action of law,
suit in equity .or other judicial proceeding arising under or out of this Agreement must be instituted and
maintained only in a court of competent jurisdiction located in Yakima County, Washington.
Section 32: entire Agreement
This Agreement constitutes the entire Contingent Purchase Agreement between the parties, with respect to
the products and services listed or attached herein, and no amendment to this Agreement shall be binding
on either party unless such amendment is in writing and executed by authorized representatives of both
parties. The parties understand that all Attachments, including the License Agreement and the Support
Agreement, and Spillman's response to the Integrated Public Safety System Request For Proposal (RFP) •
#10809P shall be considered with this Agreement as an integrated Agreement and is the complete and
exclusive statement of the parties' obligations and responsibilities, with respect to the products and services
listed, attached or referenced herein and therein, except as otherwise provided by law.
Page 18 of 26
Spillman Contingent Purchase Agreement
ATTACHMENT "A"
Interfaces Included in Project Scope and this Agreement
•
i
Page 19 of 26
• Spillman Contingent Purchase Agreement
ATTACHMENT "A"
•
Interfaces Included in Project Scope and this Agreement
•
Title Price *
1. 911; ANI /ALI Included
2. ERS - Emergency Reporting System Included
3. VINES - Victim Notification System Included
4. JBRS — Jail Bed Reporting System / by WASPC Included
5. LINX — NCIS Included
6. AFIS Included
7. ESRI systems products Included
8. AMR /Tritech — Ambulance Systems of Yakima $37,000
9. SECTOR — State Electronic Collision and Ticket Reporting System Pending State Action
(Spillman to provide once State specs known)
10. ACCESS — State WSP system Included
11. XML - Query Server Included
12. ODBC connector Included .
Age New Dawn / Bi- directional — prosecutor's system (if requested) Included •
. Prosecutor's system (if requested) Additional /TBD
6. Offender Watch (YSO) Included
17. Gang Net (COY) Included
18. AVL — Automated Vehicle Locate Mapping System Not Included **
19. Zetron 6000 (Alpha- numeric paging) Included
20. Coban — In car video camera system Not Included * **
•
Legend:
•
* Included — means the interface is included in both the project scope and in Spillman's Purchase Price, as
quoted in Section 1 of this Agreement.
** The AVL Mapping System interface to Spillman - is not applicable, and not included in the project
scope or price quote, as the project team has opted to use the Spillman AVL component of their system.
* ** Coban - No interface needed; officers may attach a video from Coban to Spillman just as any other file
attachment within the system. Thus, interface not included in project scope or Spillman price quote.
•
•
•
Page 20of26
Spillman Contingent Purchase Agreement
ATTACHMENT "B"
Spillman Hardware Requirements
This Attachment includes all Hardware Requirements, in addition to those specifically identified in
Section 7 of the Agreement, that are necessary to fully operate and maintain those Spillman systems
included in this Agreement, as advised and specified by Spillman.
Spillman acknowledges that it has presented the following List of Hardware Requirements to the
Customer and that Customer will be able to fully and properly operate and maintain the Software
included in this agreement if these requirements are followed, as presented herein.
•
•
Page 21 of 26
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Use this document as a guide when purchasing hardware to support. Spillman software solutions. Please verify with y Spillman
sales representative that the following hardware specifications are sufficient for your agency's needs.To contact your sales
representative, call 1.800.860.8026.
,Concurrent Users are determined by the tota of employees' a cces sing y ou r sy st ema at t sam tim Te mporary „ "" g
and pa tim e mp lo y ees , d r u g ta o f fi cers mo bil e pe and othe u s e rs s hould be Included In this number , t • ;, .- , n,, a 1 ?' s k L "4 o i 43 ,:r. _ v a s,.. d. c h " 1) 7 h A Yg T `i~,! s
:bC �t2. .ad....E.. ._.try ....e_' .. ..i .,.v n .. _ ,. _.',';i• . a _...t, E. ., —,. ,. ..i
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'
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e cifi cations f or S i man Sentr x 6 0 1,
Ir p p Y 7:4t �•`
A single - server configuration is recommended for a 1- to 20 -user Ioad.The single server runs both the database server and the
Spillman application.You may increase configurations to accommodate policies, such as dual -power supply, redundant network
cards, and back -up devices. •
hard drives ( single server requirements [.
c oncurrentusers processors memor y
1 20 A 2 or more ' (3) hard drives with Raid 5 i 4 GB R I p 1 network card (1 GB)
i .� r a 1 w� ,`; ' I I Video card
r z < } ; processors i configuration - Database
v' Monitor and keyboard
r ' v, { (3 + GHz) i
( _..___...__________ • Hardware RAID controller that supports
(2) hard drives with Raid 1 type 1 and 5
Pr p , • UPS hardware for power back -up
configuration - Operating
' `' s'g' A� ` `"`, 4 i System i [ • Windows 2003 Server Standard Edition 4
s� >a� I �g r r : { operating syste m
a
at
A dual server configuration is recommended for more than 20 concurrent users. One server will run the database while the
second server will run the Spillman application. .
x sR
concurrent user's processors hard drives memory database server requirements
r 4 " ,e , r i { • 2 network cards (1 GB)
b1' r' 21 90 2 - 3 processors I (3-4) hard drives with RAID 4 GB RAM Video card
•
a art (3 +GHz) I 5 configuration Database 1 • Monitor keyboard
▪ y onor an y
1 K, r! `4 t Database Server i Hardware RAID controller that supports & . or r t i PP
l.-lzl'" ,} x '�$ j + i' � 4 ;- ...,__._....__ .__�. .............._........__„ type l and 5
r °r5 a tii' : , % , u ' i., , - + (2) hard drives with RAID 1 I • UPS hardware for power back -up
a ^z r� r 1 configuration-Operating . � : • • Windows 2003 Server Standard Edition
• � 0 y ,
w € t i System f operating system
may= rF
t ,�„r' 1 : , 2 - 4 processors I (2) hard drives with RAID 1 4 GB RAM
V''''''''"''' r S � Y (3 +GHz) 's configuration - Database l . application server requirements .,.
t '" 'P , 3 austr APPlicationServer ` I f
7 , . ___ ( F • 2 network cards (1 GB)
1 ` I (2) SC SI 142 +GB hard drives Video card
• 1• Y rs r i ! with RAID 1 configuration - • Monitor and keyboard
e _Operating O eratin System ! Hardware RAID controller that supports
r:
i type 1
UPS hardware for power back -up
. a ` • Windows 2003 Server Standard Edition
r operating system
",, �. "- u 3 2 w. i x o x .k .N ,ft - '�'.r a ,t,' -', Fi "y'°"'.' 1 ':
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;;'i.��':.>wl �-, is � �.,. �"�fT . .r�^"? .P � >F�.,:.�,�'�.. --_: � - �?' �:Y. %r".� li'�, -i;_'� ?4`��a �.,:.,,. �. ra � w s£1� 4 • .a � '� � -.�. N�ss,� t y �€�;,�'
�,i..• ,+�..a: "a,. -h:4 :it -.4 `• 4d:,.yw�;7'."' i '- _{ v= -'S``'"' - VAI-a"x j Wa > a ��}-. cbiira •. i l . .s..t ` a 3" j "Gl`q' °f` ?.KI.. > t173:..N .. „
�'i. «. ; st ,�,t.�.J? �,"ieg`:rs ...,i -. war'+'`= �Q�`a's:..�a'" .�'.t � �.�"'` _ ��c,.;;. # :�€'r "bran. mc_ '4`�`T.r.:' _ s t ,9,,... �a t�=�". ., �t'� �?'� -s� `d''r sir+ �i r,�M. ``��,'"� zw'', ° `�„ .:r'ms>$ �7 9,, .y._ w=
-... t 'ra_ :, r,,r +d� 1frrs'. .'14*' i x -'''" -. .*.> '''''' ,'��.' +' :� "e4:".",>tVa w., ' o f .". '_. - ,a;r�r., - rtraK .ir ,Ar ` . :ilia -. . * A. CA ` ..s, ,"? ,. .
.:... rt , .? , :,,'?' , . k ..s ::'k t t ;`,4 .`,Vi' l` 'fi.. x . ?", ;,:;1 . , „" - *,' z•w ' -'.:. , �.. +k, t'3?. ' .s" ,; ai i•s '`r'�*: :ti,:` r°*,ky!_ e.; :... "r.. t -�". '. 'r r? t: #� ,,.at
.�- +..ra..., 1 '. x...:., vAS�T,:�. eF T,.,I�. '*'i!'.. ' 7Pr"�u`,� C, fY7a ^:�:h�!. f�:5�:. . N: f...t'�
•
f u... . . _ ....::.cam z ..�..
•
CI Windows® -based server notes:
• If the number of concurrent users in your agency is not • While Spillman will run on 64 -bit processors, the 64 -bit
defined in either of the previous tables, or if you would like • operating system is not supported at this time.
information about using existing hardware, please .
contact your sales representative for a custom specification. • Multiple processors are recommended to run the
Spillman system.
• When implementing a Windows -based server, adding
memory in proportion to the number of your concurrent • Adding drives to the RAID 5 hard disk configuration will
users will increase your system's performance and increase performance as' well as disk space.
allow the server to carry larger user loads during peak usage.
• It is vital to business continuity that you seek a back-
• Spillman recommends that your application server has a up solution that will meet the needs of your agency.The
network connection to your established LAN and another default Windows -based back -up solution may be
connection to a closed network between your application sufficient. Spillman recommends that you backup your
server and your database server. , data at least nightly. Consult your hardware or operating .
system provider for more advanced back -up solutions.
• At this time, Spillman's Windows -based solutions are Any media type supported by the "host" operating system
certified for.32 -bit Microsoft® Windows operating systems • can be used to make backups as long as it has the
only. Spillman recommends servers based upon AMD or capacity to store the required files.
Intel 64 -bit processors. Spillman does not support
Itainium® -based processors. .
III
U IA® specifications for Spillman Sentryx 6.0 ' '
concurrent users- , processors hard drives memory t t E� k . server requirements
jfi 11' r-
A s y,�
I, `t
k-> , 5 f ! 1 5034 , s One dual processor (2) 73 GB hard drives with 4 GB RAM 1 l'' ', 1 network ca I'
f z r t. ` . ' configuration car
• , r (21 GHz) d
RAID 1 fiuration • Video •
...._. "w_.,- _....__.___.. __.... ._. .....,_.....___..._.A,_. t •Monitor and keyboard l..
r t i r r 51 100 Two dual proces (2) 73 GB hard drives with 6 GB RAM , • RAID controller card using type 1 RAID; L
t sors (2.1 GHz) f RAID 1 configuration - Type 5 RAID is optional and requires more
- ` C Database l`,
=r UPS hardware for power back -up
t Java' 1.5 recommended
;,, (2) 73 GB hard drives with
V
j RAID 1 configuration t:.'-
k " - Operating System
supported operating systems
r 101 150 . Three dual proces- (4) 73 GB hard drives with 8 GB RAM L r
: , F E r i sors (2:1 GHz) I RAID 5 configuration - •
p
'• s ' i • Database f • AIX® 6.1 - Power PC family processor I •
4 <�' 1- ' Solans' 10- Sparc It or better processor `-
a ; - nr r � (2) 73 GB hard drives with it
RAID 1 configuration i;
s ' 4 r ' - ` - Operating System i t ,
151 200 , Four dual proces- (6) 73 GB hard drives with 10 GB RAM (,
I g + ' sors (1.65 GHz) RAID 5 configuration -
Database
l'
'
•
l (2) 73 GB hard drives with
i r, r
:;h RAID 1 on
confi g urati
,- , - Operating System I
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UN9X® server notes
• If the number of concurrent users in your agency is not • Spillman uses CD /DVD media to distribute software .
defined in the previous table, or if you would like information ' products to its customers. .
about using existing hardware, please contact your sales - •
representative for a custom specification. • It is vital to business continuity that you seek a back -up
solution that will meet the needs of your agency. A back-
• When implementing a UNIX -based server, adding more up script that will write to your back-up tape can be
memory will increase your system's performance and allow provided.Spillman recommends that this script only be used
the server to carry larger user loads during peak usage times. as a last resort because it will not provide.a bootable back
• . up tape. It is also recommended that you back up your data
• At this time, Spillman does not support any UNIX operating at least nightly, and consult your hardware or operating •
system running on Inter 0rAMD® processors. • • system provider for more advanced back -up solutions.Any
media type supported bythe "host "operating system can be
• Adding drives to the RAID 5 hard disk configuration will used to make backups as long as it has the capacity to store
increase performance as well as disk space. • the required files.
•
t t S F ` Wor"6i4iiiiris s
Minimum Recommended
Operating Systems Windows XP Pro® SP3 or Windows Vista 32 -bit SP1 Windows XP Pro® SP3 or Windows Vista 32 -bit SP1 . .
I CPU ?1.8
GHz • ?2GHz
�,ul. Memory >_ 1 GB ? 1 GB •
r.,,R '1 Ethernet network card . _ 10/100 Mbps 10/100 Mbps
R
Na Network speed 100 Mbps 100 Mbps
4; Screen resolution (pixels) 1024x768 1280x1024
Q
l C iT`i Colors provided by monitor and video card 16 -bit 16 -bit
i,%-.0(gfli
vt Z * Hard disk space 350 MB 350 MB
FAT r.
Monito 17 -inch 21 -inch
rt Microsoft Internet Explorer® Version 7.0 Version 7.0 •
r
'+ y 'A
s , Minimum Recommended
y
i,,. C: Operating Systems O eratin S stems Windows XP Pro® SP3 or Windows Vista 32 -bit SP1 Windows XP Pro® SP3 or Windows Vista 32 -bit SP1
ix7. CPU - ? 1.8 GHz ? 2 GHz •
5 . ''t
iii`, Memory 1 GB . ? 1 GB .
�^ r`
Ethernet network card 10/100 Mbps 10/100 Mbps
`, Netwo speed 100Mb s 100 Mb
O P P Mbps
P
' T Screen resolution (pixels) 1024x768 1280x1024 •
us ` Colors provided by monitor and video card .16 -bit ' 16 -bit
t • w o : . Hard disk space 350 MB . 350 MB
O. }
! Nkz : : 'Monitor(s) . 17 -inch Dual 21 -inch monitors
V } , p, Microsoft Internet Explorer® Version 7.0 Version' 7.0
1 _ . , .
" Minimum Recommended -
O perating •
Systems Vista SP1. Vista SP1
• r i^14" CPU 1 GHz • >2 GHz
Or Memory 1 GB • > 1 GB '
` •- • Wireless Network 56 K,TCP/IP 256 K,TCP /IP
j' Screen resolution (pixels) 800x600 1024x768
( .,I`,. provided by e . t . Colors rounded b monitor and video card 16 -bit 16 -bit
Ilit Hard disk space • 500 MB 500 MB
;; ;. Microsoft Internet Explorer® Version 7.0 Version 7.0
' Adobe Reader® 8 8 •
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•
Netw�rkmg z,
Spillman makes it a point not to dictate network hardware requirements or vendors in this document, as the networking demands of
each agency are unique.
In-house requirements - ATCP /IP LAN infrastructure is required to deliver data between server and workstation.
•
Wireless requirements for Mobile users - Spillman requires TCP /IP, and recommends broadband wireless data networks such as
GPRS, Edge, EVDO, and 3G or high -speed private networks. The minimum recommended throughput for a mobile.user is 56KBps
(kilobytes per second).
Connecting two departments (InSight broker) -When connecting shared agencies using Spillman's InSight product, the LAN
planning considerations also apply to WAN connectivity.The network planner should show advanced consideration to available
data mediums when planning the WAN data Ioad.Availability of products (and pricing) will vary based on your agency's location. For
example, Tess expensive DSL, ISDN, or DOCSIS connectivity may not be available in all areas. Additionally, the natural topography (or
distances) may preclude point -to -point wireless solutions. Fractional T1 lines are widely available across the U.S. and provide a high -
level of reliability.Typically, a Telco representative may be consulted for possible WAN connectivity in your agency's area.
. If your agency has dedicated Internet connectivity, a virtual private network (VPN) is a viable and inexpensive alternative. However,
strong security is critical because a compromised VPN, in the worst case, could allow interlopers access to the agency's sensitive data.
It should be understood that VPN hardware must be upgraded frequently to stay ahead of potential security risks.
Microsoft, Windows, Windows XP Pro, Windows Vista, and Internet Explorer are either registered trademarks or trademarks of Microsoft
Corporation in the United States and other countries. AMD is a trademark of Advanced Micro Devices, Inc:Intel is a registered trademark of Intel
Corporation or its subsidiaries in the United States and other countries. UNIX is a registered trademark of The Open Group. AIX is a registered
•
trademark of International Business Machines Corporation in the United States, other countries, or both.Java and the Solaris operating
environment are trademarks of Sun Microsystems, Inc. in the United States and other countries.
0 about spillman
S
i nc. Spillman Technologies meets the individual needs of public safety professionals
reliable innovation with a full suite of software solutions.The software is installed at more than 700
agencies nationwide.
4625 West Lake Park Blvd.
Salt Lake City, Utah 84120 P e 1 ‘ ischel
Toll -free: 800.860.8026
FAX: 801.902.1210 • records dispatch mobile corrections fire /EARS resources data sharing
Email: info @spillman.com
www.spillman.com MICK:Safi°
•
GOLD CERTIFIED
•
• Partner
-. $
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Spillman Contingent Purchase Agreement
(11) ATTACHMENT "C"
Spillman Computer Software End -User
License Agreement
( "License Agreement ")
Page 22 of 26
Contingent Purchase Agreement.
•
ATTACHMENT "C"
• SPILLMAN®
•
•
COMPUTER SOFTWARE END -USER
•
LICENSE AGREEMENT
09/09/2005
Table of Contents
Section 1: License 2 •
Section 2: Scope of Rights 2 • - .
Section 3: Fees and Payments 3
Section 4: Support 3 .
Section 5: Licensee Responsibilities - 3
. , Section 6: Prioprietary Protection and Restrictions 2
Section 7: License to Utilities; Restrictions on Usage 4
Section 8: Limited Warranty and Limitation of Liability; Indemnification 4 .
Section 9: Term of Agreement; Termination 5
Section 10: Miscellaneous 5
Section 11: Signatures 7
This Computer Software End -User License Agreement ( "Agreement ") is made and entered into effective as of the date this
• Agreement is signed by both parties below, and is by and between: .
Spillman Technologies, Inc. ( "Spillman ") •
4625 West Lake Park Blvd
0
..
Salt Lake City, UT 84120
• . . , .
. • .
. .
•
and • •
Yakima Consortium for Regional Public Safety (YAKCORPS) .
c/o 217 North 1 ST - •
Yakima, WA 98901
It is understood by all parties to this Agreement that, for the purposes of this Agreement, "Licensee ", "Consortium ", " YAKCORPS"
and "Customer" may be used inter - changeably within this Agreement and shall hold the same meaning as defined in the Contingent
Software Purchase Agreement, to which this Licensee Agreement is attached. .
Licensee desires to license from. Spillman certain software owned by Spillman, as set forth in the Sales Quote /Purchase '
Agreement(s) ( "Purchase Agreement ") executed by the parties in connection with this Agreement, and Spillman desires to grant
such a license to Licensee, pursuant to the terms and conditions of this Agreement.
In consideration of the mutual agreements set forth herein, the sufficiency of which is hereby acknowledged, the parties agree as
follows:
Section 1: License .
1.1 SPILLMAN'S LICENSED PROGRAM IS.COPYRIGHTED BY SPILLMAN AND /OR ITS LICENSORS AND IS LICENSED (NOT
• SOLD). SPILLMAN DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO LICENSEE. THE LICENSE - •
• OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL LICENSEE HAS EXECUTED THIS AGREEMENT AND AN .
- AUTHORIZED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS
EXCUTEDBY LICENSEE. -
1.2 In consideration of the payment of the license fees set forth in the Purchase Agreement(s) pertaining hereto, Spillman grants
Licensee a nonexclusive, non - transferable license to use the package of computer program(s) and data,. in machine - readable
form only, and related materials, including documentation and listings, identified in the Purchase Agreement (the "Licensed
Program "), subject to the terms of this Agreement (including the restrictions with respect to Utilities set forth in Section 7). .
` Section 2: Scope of Rights
2.1 Licensee may install and use the Licensed Program only in Licensee's own facility. Licensee shall give Spillman written notice •
• if the location of Licensee's facility changes. .
•
. 1
•
•
Contingent Purchase Agreement
ATTACHMENT "C"
•
2.2 Licensee may use and execute the Licensed Program only for purposes of serving the internal needs of Licensee's business,
except as specifically set forth in this Agreement.
2.3 Licensee may make one copy of the Licensed Program in machine - readable, object code form, for nonproductive backup
purposes only, provided that Spillman's proprietary notices are included.
2.4 Licensee may reproduce (photocopy) Licensed Program documentation according to Licensee's needs for the authorized use
of the Licensed Program. Licensee may not distribute any original or reproduced copy for use outside of the Licensee's place
. of business and must not reveal it or any other Spillman documentation, or the Licensed Program itself, to competitors of
Spillman or to any other third party unless they have a need to know such information for the proper purposes of this
Agreement. -
2.5 If Licensee and a third party entity (the "Shared Agency ") desire to enter into an arrangement whereby Licensee will act as a
"Host Agency" and permit the Shared Agency to access the Licensed Program through Licensee, the Shared Agency and
Spillman will execute an Addendum Agreement for such arrangement and attach it to this Agreement as Attachment A.
Spillman will bill Licensee directly for the applicable license fees, and Licensee agrees to be responsible for timely payment of
such invoices. Licensee shall require the Shared Agency to comply with the terms of this Agreement and shall notify Spillman
and cooperate as reasonably requested by Spillman in the event of any non - compliance.
Section 3: Fees and Payments
The license fee for the Licensed Program(s) is specified in the Purchase Agreement. Licensee must pay the license fee, according
to the agreed payment terms set forth in the Purchase Agreement, directly to Spillman upon execution of this Agreement and prior
to delivery of the Licensed Program.
,Section 4: Support
Spillman shall support the Licensed Program(s) in the manner specified in the "Computer Software End -User Support Agreement"
between the parties (the "Support Agreement "). Licensee agrees to utilize the Program(s) for Consortium's purposes only, whether
or not the Support Agreement is maintained in the future.
Section 5: Licensee Responsibilities
5.1 Licensee is responsible for selecting a Spillman Application Administrator (or, if the Licensed Program is Spillman's Millennium
software, a System Administrator) who is qualified to operate the Licensed Program on Licensee's own equipment and is
familiar with the information, calculations, and reports that serve as input and output of the Licensed Program. Spillman
reserves the right to refuse assistance or to charge additional fees if the Spillman Application Administrator seeks assistance
with respect to such basic background information or any other matters not directly relating to the operation of the Licensed
Program.
5.2 Other components (hardware and /or software) may be required for the use of the Licensed Program. Spillman assumes no
responsibility under this Agreement for obtaining and /or supporting such components except as expressly agreed in writing.
5.3 Licensee is responsible for ensuring a proper environment and proper utilities for the computer system on which the Licensed
Program will operate.
5.4 Except as expressly agreed in writing, Spillman assumes no responsibility under this Agreement for converting Licensee's data
files for use with the Licensed Program. -
Section 6: Proprietary Protection and Restrictions
6.1 Spillman shall have sole and exclusive ownership of all rights, title, and interest in and to the Licensed Program and all
modifications and enhancements thereof (including ownership of all trade secrets, copyrights and other intellectual property
rights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by Spillman. The
Licensed Program may also include software separately licensed to Spillman from third party licensors. Such third party
software is sublicensed to Licensee and protected pursuant to the terms of this Agreement, and may be used only in
conjunction with Spillman's Licensed Program. This Agreement does not provide-Licensee with title or ownership of the .
Licensed Program or any component thereof, but only a limited license. Spillman and its licensors specifically reserve all rights
not expressly granted to Licensee in this Agreement. Licensee must keep the Licensed Program free and clear of all claims,
liens, and encumbrances.
6.2 Licensee may not allow any other agency, entity, or individual other than those members and participants in the Consortium to
use or have access to the Licensed Program in any manner other than inquire -only unless expressly authorized by Spillman.
Except those members and participants in the Consortium or as specifically authorized by Spillman, queries may be conducted
solely for Licensee's internal business purposes, and Licensee may not query the Licensed Program, or permit any third party
to query the Licensed Program, for a third party's business purposes.
2
•
Contingent Purchase Agreement .
ATTACHMENT "C" .
6.3 Licensee may not use, copy, modify, rent, share or distribute the Licensed Program (electronically or otherwise), or any copy,
adaptation, transcription, or merged portion thereof, except as expressly authorized in writing by Spillman. Licensee may not
translate, modify, reverse assemble, reverse compile, or otherwise reverse engineer the Licensed Program.
• 6.4 Licensee may not utilize or knowingly permit a third party to access or utilize any part of the Licensed Program (including the
Utilities) in any manner that competes, directly or indirectly, with any product or service provided by Spillman. This includes,
without limitation, using the Licensed Program (or its Utilities) to develop any software, interfaces or other products that
compete with Spillman's products or services, or using interfaces or other products connecting to the database of the Licensed
Program in connection with a third party's competing product.
6.5 No service bureau work, multiple -user license, or time - sharing arrangement is permitted, except as expressly authorized in .
writing by Spillman. Licensee may not install the Licensed. Program in any othercomputer system or use it at any other
location without Spillman's express authorization obtained in advance (which will not be unreasonably withheld).
Not withstanding the above, Spillman acknowledge that Licensee is a Consortium consisting of numerous governmental
agencies and jurisdictions and Spillman does, hereby, authorize, in writing as part of this License Agreement, a multiple -user
license to the Consortium for the sole use of the members and participants of the Consortium.
•
6.6 Licensee shall keep confidential all non - public information provided to Licensee by Spillman ( "Confidential Information "),
including the Licensed Program, future product plans, price lists, financial and business information, trade secrets, etc.
Licensee shall not use Confidential Information for any purpose other than the authorized purposes of this Agreement. .
Licensee may disclose Confidential Information only to its employees who need to know such information, and who are bound
to keep such information confidential. Licensee shall give Spillman's Confidential Information at least the same level of
protection as it gives its own confidential information of similar nature, but not less than a reasonable level of protection,
subject to the requirements of the Washington State Public Records Act, RCW 42.56 et seq.
6.7 Licensee hereby authorizes Spillman to enter Licensee's premises in order to inspect the Licensed Program in any reasonable
manner during regular business hours, with or without prior notice, to verify Licensee's compliance with the terms of this
. Agreement. .
Section 7: License to Utilities; Restrictions on Usage • .
7.1 Spillman provides certain software utilities and tools (collectively, the "Utilities ") as part of the Licensed Program. Such Utilities
include Spillman's XML Query, ODBC implementation code, ctperl, dbdump, and dbload as well as any other software utilities
provided by Spillman in connection with the Licensed Program. Spillman may add, modify or remove Utilities from the
Licensed Program during the term of this Agreement. The Utilities contain material that is proprietary to Spillman and /or its
licensors, and may be used only as permitted by this Agreement.
7.2 Licensee, including any and all members of the Consortium, is permitted to use the Utilities for read -only operations in
. connection with the authorized use of the Licensed Program, but may not allow third parties to use the Utilities unless an
authorized official of Spillman consents in writing. Licensee is NOT permitted to utilize the Utilities or any other software tools
to write to Spillman's database in any manner, due to the : potential for data corruption and system slowdown or damage.
• Licensee also may not permit any third party to write to Spillman's database in any manner.
7.3 Spillman is NOT responsible for any breach of warranty, damages to the Licensed Program or its database, data corruption,
support issues, security issues or performance issues arising out of Licensee's or a third party's use of the Utilities or any other
software not specifically licensed in this Agreement (including any third party querying or writing to the database):
Section 8: Limited Warranty and Limitation of Liability; Indemnification
8.1 Spillman warrants, for Licensee's benefit alone, that the Licensed Program conforms in all material respects to the
specifications of Customer's RFP # 10809P, as responded to to by Spillman and subject to the terms of such response, and
the specifications for the current version of the Licensed Program as described in Spillman's Licensed Product Specification as
of the date this Agreement is signed, and for a period thereafter of: a) Fifteen (15) months for Summit, or b) Twelve (12)
months for Millennium. • .
This warranty is expressly conditioned on Licensee's observance of the operation, security, and data - control procedures set
forth in the User's Manual included with the Licensed Program..
8.2 Spillman is not responsible for obsolescence of the Licensed Program that may. result from changes in Licensee's
requirements. The warranty in Section 8.1 shall apply only to the most current and one prior version of the Licensed Program
issued by Spillman from time to time. Issuance of updates does not result in a renewal or extension of the warranty period.
.Spillman assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Licensed Program.
Spillman is not responsible for any problems or errors with the Licensed Program or Licensee's system resulting from use of
® the ctperl or dbload Utilities in any manner other than read -only. Licensee expressly acknowledges that any use of the "write"
l or "update" features of these Utilities may damage Licensee's database or cause other problems with its system.
3
Contingent Purchase Agreement •
ATTACHMENT "C"
8.3 As Licensee's exclusive remedy for any material defect in the Licensed Program for which Spillman is responsible, Spillman
shall use reasonable efforts to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a
bypass. In the event Spillman does not correct or cure such nonconformity or defect after Spillman has had a reasonable
opportunity to do so, Licensee's exclusive remedy shall be the refund of the amount paid as the license fee for the defective or
non- conforming module of the Licensed Program: Spillman shall not be obligated to correct, cure, or otherwise remedy any
nonconformity or defect in the Licensed Program if Licensee has made any changes whatsoever to the Licensed Program, if
the Licensed Program has been misused or damaged in any respect, or if Licensee has not reported to Spillman the existence
and nature of such nonconformity or defect promptly upon discover thereof.
8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SPILLMAN AND ITS LICENSORS DISCLAIM ANY AND ALL
PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS
CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR
PATENT DEFECTS, TITLE, NON - INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR USE.
8.5 THE CUMULATIVE LIABILITY OF SPILLMAN AND ITS LICENSORS TO LICENSEE FOR ALL CLAIMS RELATING TO THE
LICENSED PROGRAM AND THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT,
OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO SPILLMAN
HEREUNDER. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have
been breached or have proven ineffective. Spillman shall have no liability for the loss of data or documentation, it being
understood that Licensee is responsible for reasonable backup precautions.
8.6 IN NO EVENT SHALL SPILLMAN AND ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST LICENSEE
BY THIRD PARTIES, EVEN IF SPILLMAN OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
CLAIMS OR DEMANDS. This limitation upon damages and claims is intended to apply without regard to whether other
provisions of this Agreement have been breached or have proven ineffective.
•
8.7 Spillman agrees to indemnify and defend Licensee from and against any and all third party claims, demands, lawsuits or legal
actions arising out of any actual or alleged infringement of any trademark, copyright, trade secret, or U.S. patent by the
Licensed Program, and Spillman will pay any liabilities, damages, costs and expenses (including reasonable attorneys' fees)
finally awarded in such action or paid to settle the action. Spillman will not be required to indemnify Licensee unless (i)
Licensee promptly notifies Spillman of any such claim; (ii) Licensee gives Spillman sole control of the defense and all
settlement negotiations, and the authority to represent Licensee in defending the claim; and (iii) Licensee provides Spillman
with any information and assistance that Spillman reasonably requests in defending against the claim. Licensee may, at its
option and expense, be represented by separate counsel in any such action. If a court or other legal authority finds that any
part of the Licensed Program infringes a third party's intellectual property rights, or if Spillman believes that it infringes,
Spillman will use reasonable efforts to obtain a license under the rights that have been infringed, to modify the Licensed
Program so it is no longer infringing, or to provide to Licensee substitute software that is non - infringing; provided that if in
Spillman's judgment such options are not commercially reasonable, Spillman may terminate the license for the Licensed
Program or the infringing portion thereof upon written notice to Licensee. Spillman will have no liability for infringement arising
- out of modification of the Licensed Program by any party other than Spillman, use of an outdated version of the Licensed
Program, or the combination or use of the Licensed Program with any other software, hardware, equipment, product or process
• not furnished by Spillman, if use of the Licensed Program alone and in its current, unmodified form would not have been an
infringement. Spillman is not liable for any infringement claims based upon third party software or hardware. This Section 8.7 -
states Spillman's entire obligation with respect to any claim for infringement or misappropriation of any third party intellectual
property rights.,
Section 9: Term of. Agreement; Termination
9.1 Licensee's license of the Licensed Program shall become effective upon the execution of this Agreement and shall continue
perpetually unless otherwise terminated as provided herein. Licensee's termination of the Support Agreement shall have no
affect on this License Agreement; however, Spillman is under no obligation to provide any support or maintenance of the
Licensed Programs in the event that the Support Agreement is terminated and Spillman's warranty of Licensee's Programs
shall be limited to that identified in Section 8.1, herein.
9.2 Licensee may terminate this Agreement at any time upon written notice to Spillman, subject to any outstanding obligations and
financial commitments of Licensee under the Purchase Agreement (e.g., Licensee's obligation to pay license fees is not
rescinded by such termination).
9.3 Spillman may terminate this Agreement if Licensee breaches any material term of this Agreement, the Support Agreement or
the Purchase Agreement and does not correct such breach within thirty (30) days following written notice of the breach from
Spillman.
9.4 Upon termination of this Agreement, all rights granted to Licensee will terminate and revert to Spillman and /or its licensors.
Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of Licensee's possession
or use of the Licensed Program, Licensee must return or destroy, as requested by Spillman, all copies of the Licensed
Program in Licensee's possession (whether modified or unmodified), and all other Confidential Information and other materials
4
•
•
Contingent Purchase Agreement
ATTACHMENT "C" •
. 0 pertaining to the Licensed Program (including all copies thereof). Licensee agrees to certify Licensee's compliance with such
' restriction upon Spillman's request. The terms of Sections 6, 7.3, 8.4, 8.5, 8.6, 8.7, 9.4, and 10 shall survive termination or
expiration of this Agreement.
•
Section 10: Miscellaneous .._ ....
10.1 This Agreement, the Purchase Agreement and the Support Agreement (if applicable), together with their attachments, if any, •
constitute the complete agreement between the parties with respect to the Licensed Program and other subject matter hereof.
No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of each
party. .
10.2 Licensee may not assign or transfer this Agreement or any of its rights or duties hereunder to any third party without Spillman's
prior written consent. For purposes of this Section, the Consortium and each of its members and participants, collectively and
individually, are considered the Licensee. •
10.3 This Agreement will be governed by the laws of the state of Washington. The parties hereby submit to the exclusive jurisdiction
and venue of Yakima County, Washington state and federal courts with respect to any action between the.parties relating to
this Agreement. In any such action, the prevailing party shall be entitled to an award of its reasonable costs and attorneys' fees
from the other party to the extent permitted by Washington law.
10.4 Any waiver by either party of a default or obligation under this Agreement will be effective 'only if in writing. Such a waiver does .
not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or
to insist on strict compliance by the other party will constitute a waiver of the right in the future to exercise such right or power
• or to insist on strict compliance.
10.5 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or
certified mail, return receipt requested, with proper postage affixed, or sent by commercial overnight delivery service with
provisions for a receipt.
10.6 If any term of this Agreement is held to be invalid or void by any.court or tribunal of competent jurisdiction, it shall be modified
by such court or tribunal to the minimum extent necessary to make it valid and enforceable. If it cannot be so modified, it shall
be severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.
0
I 10.7 In the event export of the Licensed Program is expressly permitted by Spillman, Licensee may only export the Licensed
Program (including any related materials) as authorized by U.S. law and any other applicable jurisdiction. In particular, the
Licensed Program may not be exported into any country where,such export is prohibited by law, regulation or governmental
order.
SPILLMAN DESIRES THAT LICENSEE BE CONFIDENT THAT THE LICENSED PROGRAM WILL SUIT LICENSEE'S NEEDS.
ALTHOUGH LICENSEE MUST MAKE THAT DETERMINATION, SPILLMAN IS PREPARED TO FULLY DISCUSS THE LICENSED
PROGRAM WITH LICENSEE AND ANSWER QUESTIONS. BY EXECUTING THIS AGREEMENT, LICENSEE ACKNOWLEDGES
THAT IT HAS BEEN GIVEN AN ADEQUATE OPPORTUNITY TO INVESTIGATE LICENSEE'S COMPUTER AND SOFTWARE
NEEDS AND THAT BASED ON ITS EXAMINATION OF THE LICENSED PROGRAM, LICENSEE FINDS THE LICENSED
PROGRAM TO BE SATISFACTORY. • .
•
•
Continued on next page
•
•
5
•
•
Contingent Purchase Agreement
ATTACHMENT "C"
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as set
forth below.
•
Section 11: Signatures
Accepted and Approved:
Licensee: •
By:
Print Name:
Title:
Date:
Spillman Technologies, Inc.
By: •
•
Print Name: Lance Clark •
Title: President •
Date: •
•
6
•
Contingent Purchase Agreement
Attachment "C "- End -User License Agreement
® Exhibit "A"
Shared Agency
SHARED AGENCY COMPUTER SOFTWARE
END —USER LICENSE AGREEMENT
•
(11/01/2007) 2.2 The Warranty term for the Licensed Program is
limited to the remaining Warranty term granted
This Agreement, together with a Computer Software through the Host Agency's License Agreement.
End -User License Agreement (the "License •
Agreement ") and one or more executed Sales Quote , Accepted and Approved:
/ Purchase Agreements (the " Contingent Purchase •
Agreement "), and all Attachments to the Contingent Customer -.
Purchase Agreement, constitute one integrated
agreement and is the complete and exclusive B
statement of Spillman's obligations and .
responsibilities with regard to licensing software. All Print Name:
capitalized terms used and not otherwise defined
therein shall have the definitions given to such terms Title:
in the Contingent Purchase and License Agreements. .
Date:
Definitions:
Shared Agency. A "Shared Agency" is an agency Spillman Technologies, Inc.
e
at has purchased the right and license to use the
me copy of a Spillman Licensed Product currently B
licensed by another agency as Licensee (Host
Agency).' Print Name: Lance Clark
Host Agency. A "Host Agency" is a current Spillman Title: President
Licensee that has authorized and agreed to "share"
the use of their Spillman Licensed Product with the Date:
Shared Agency.
Section 1: License.
Spillman grants to Shared Agency a non - exclusive, .
non- transferable license to use the same copy of the
"Licensed Program" and related materials, which are
presently licensed to a Host Agency, subject to the -
terms and conditions set forth in the License
Agreement, as well as the terms and conditions
specified in Section 2, below. Shared Agency agrees
to comply with all such terms and conditions. This . .
license may be terminated at any time if Shared
Agency breaches such terms.
Section 2: Sco of Rights. ,.
2.1 Shared Agency understands that all assistance
and support for the Licensed Program may be
0 obtained only through the Host Agency. This
Agreement does not entitle Shared Agency to •
any Spillman services beyond the license to use .
the Licensed Program.
Spillman Contingent Purchase Agreement
ATTACHMENT "D"
Spillman Support and Maintenance Agreement
(Maintenance Agreement)
Page 23 of 26
•
Contingent Purchase Agreement
ATTACHMENT "D"
•
III SUMMIT® •
COMPUTER SOFTWARE END -USER
SUPPORT AGREEMENT • � . .
09/09/2005
Section 1: Definitions
Table of Contents For the purposes of this Agreement, the following definitions shall
apply to the respective capitalized terms:
Section 1: Definitions ' 1 •
•Section 2: Eligibility For Support 2 1.1 Coverage Hours. The hours between 8:00 AM and 5:00
Section 3: Scope of Services 2 PM, Mountain time, on the days Monday through Friday,
p excluding regularly scheduled holidays of Spillman
Section 4: Services Not Covered by this
Agreement 2 1.2 Enhancement. Any modification or addition that, when .
Section 5: .Obligations of Customer 3 made or added to the Licensed Program, changes its utility,
efficiency, functional capability, or application, but that does
Section 7: Fees and Charges 4 not constitute solely an Error Correction. Spillman may
Section 8: Proprietary Rights 4 designate Enhancements as minor or major, depending on
Section 10: Termination 5 Spillman's assessment of their value and of the function
added to the'preexisting Licensed Program.
Section 11: Miscellaneous 5 . •
Section 12: Signatures. 6 1.3 Error. Any failure of the Licensed Program to conform in
any material respect to its functional specifications as
,, published from time to time by Spillman, subject to the
•
This Support Agreement ( "Agreement ") is made exceptions set forth in Section 4.
and entered into by and between: • 1.4 Error Correction. Either a software modification or addition
that, when made or added to the Licensed Program,
� pillman Technologies, Inc. ( "Spillman ") establishes material conformity of the Licensed Program to
4625 West Lake Park Blvd the functional specifications, or a procedure or routine that,
when observed in the regular operation of the Licensed
•
Salt Lake City, UT 84120 Program, eliminates the practical adverse effect on
Customer of such nonconformity. Error Correction services
and • are subject to the exceptions set forth in Section 4.
1.5 Licensed Program. One or more of the computer software
Yakima Consortium. for Regional Public components and /or software interfaces developed by
Safety (YAKCORPS) . Spillman, as identified in one or more Sales Quote /Purchase • • Agreements between the parties (the "Purchase
217 North 1 St
Agreement "), and which is licensed to Customer pursuant to
Yakima, WA 98901 , the License Agreement. The Licensed Program specifically
excludes computer software not developed by Spillman, but '
SPILLMAN'S SUPPORT OF THE LICENSED PROGRAM WILL that might be used in conjunction with the Spillman software;
NOT•COMMENCE UNTIL AN AUTHORIZED such as, word processors, spreadsheets, terminal
REPRESENTATIVE OF CUSTOMER HAS EXECUTED THIS emulators, etc. The Licensed Program includes certain
AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF "Utilities ", as that term is defined in Section 7.1 of the
SPILLMAN HAS RECEIVED, APPROVED, AND EXECUTED A License Agreement. •
COPY OF IT AS EXECUTED BY CUSTOMER. 1.6 Releases. New versions of the Licensed Program, including,
WHEREAS, Spillman and Customer entered into that certain all Error Corrections and Enhancements.
Computer Software End -User License Agreement (the "License 1.7 Response Time. Within six (6) Coverage Hours, from the
Agreement ") under which Customer obtained a non - exclusive, time Customer first notifies Spillman of an Error until
nontransferable license to use certain computer software in Spillman initiates work toward development of an Error
object code form and related user documentation (the "Licensed Correction.
•
Program ", as further defined below) on certain terms and
conditions;
1.8 Spillman Application Administrator. An agent of
WHEREAS, Spillman desires to offer, Customer certain services Customer who has been certified on the Licensed Program
ith respect to the Licensed Program on the terms and by Spillman, pursuant to the procedures set forth in Section
conditions set forth herein: • • 6, and is able to communicate effectively with Spillman
support personnel in the description and resolution of
NOW THEREFORE, in consideration of these recitals and the problems associated with the Licensed Program. • mutual obligations herein, the parties hereto, intending to be 1.9 Term. An initial period of this Agreement shall be known as
legally bound, hereby agree as follows:
1
• Contingent Purchase Agreement
ATTACHMENT "D"
Year -One and shall commence on the date that both the when reported to Spillman in accordance with Spillman's
Purchase Agreement between Spillman and Customer is standard reporting procedures. Spillman shall, after
fully executed and the Customer's Interlocal Agreement is verifying that such an Error is present, initiate work in a
•
fully executed and such term shall continue until December diligent and expedient manner toward development of an
31, 2011. Thereafter, the Term shall automatically renew Error Correction. Following completion of the Error
each - calendar year, for successive periods of one year Correction, Spillman shall provide to Customer the Error
each, unless and until terminated pursuant to Section 10 Correction through a "temporary fix" consisting of sufficient
hereof. programming and operating instructions to implement the
Error Correction, and Spillman shall include the Error
1.10 Customer. For purposes of this Agreement, the terms Correction in all subsequent Releases of the Licensed
"Customer ", "Consortium ", and "YAKCORPS" may be used Program. Spillman supports two (2) versions back from the
•
interchangeably within this Agreement and shall hold the most recent release version. However, Spillman shall not be
same meaning as defined in the Contingent Software responsible for correcting Errors in any version of the
Purchase Agreement to which this Support Agreement is Licensed Program other than the most recent release and
attached. one prior release.
Section 2: Eligibility For Support 3.4 Spillman shall, from time to time, issue to the Customer new
Releases of the Licensed Program containing Error
2.1 Spillman's obligation to provide Services with respect to the Corrections, minor Enhancements, and, in certain instances,
Licensed Program may be terminated pursuant to Section if Spillman so elects, major Enhancements. Spillman shall
10.2.2 or suspended, at Spillman's discretion, if at any time provide Customer with one copy of each new Release,
during the term of this Agreement any of the following without additional charge so long as Customer's Software
requirements are not met: Support Agreement is in effect and related Support Fees are
current. Spillman shall provide reasonable assistance to
2.1.1 Customer must have a valid License Agreement for help Customer install and operate each new Release,
the Licensed Program in effect at all times; provided that such assistance, if required to be provided at
Customer's facility, shall be subject to the supplemental
2.1.2 The Licensed Program must be operated on a charges set forth in Spillman's current Fee Schedule, as
hardware platform approved by Spillman; Spillman defined in Attachment "F" tp this Agreement.
agrees to maintain its Licensed Programs on
industry standard platforms; and 3.5 Spillman shall consider and evaluate the development of
Enhancements for the specific use of Customer and shall
2.1.3 Customer must be current and in compliance with respond to Customer's requests for additional services
the payment schedule as agreed in the Purchase pertaining to the Licensed Program (including, without
Agreement. limitation, data conversion and report- formatting assistance),
provided that such assistance, if agreed to be provided, shall
2.2 Spillman may require Customer to appoint a new Spillman be subject to supplemental charges mutually agreed to in
Application Administrator if Spillman determines that the writing by Spillman and Customer.
acting Spillman Application Administrator does not have the
training or experience necessary to communicate effectively Section 4: Services Not Covered by this
with Spillman support personnel. Prior to Spillman making Agreement
such a request to Customer, Spillman shall communicate in
writing its concerns to Customer, regarding the current The services identified in this section are specifically NOT
Application Administrator's deficiencies. Additionally, covered by this Agreement. Spillman strongly recommends that
Spillman shall provide assistance to Customer to properly Customer secure a separate support agreement with third party
• train a new Spillman Application Administrator as-quickly vendors for all non - Spillman products. Spillman may, in its
and cost - effectivley as possible. discretion, provide such services to Customer upon request, for
an additional fee as the parties may agree in writing. Except •
under a separate Agreement between the parties, the following
Section 3: Scope of Services items will not be included in the Support provided by Spillman
under this Agreement:
•
During the Agreement Term, Spillman shall render the following
services in support of the Licensed Program, during Coverage 4.1 Support for any third party products including hardware, or
Hours: support for hardware failure due to the use of any third party
vendor products.
3.1 Spillman shall maintain a Support Services Control Center
capable of receiving from the Spillman Application 4.2 'Any network failures or problems including, but 't not limited
Administer, by telephone, reports of any software to, cabling, communication lines, routers, connectors, and
irregularities, and requests for assistance in use of the network software.
Licensed Program.
4.3 Restoration and /or recovery of data files and /or the
3.2 Spillman shall maintain a trained staff capable of rendering operating system.
•
support services set forth in this Agreement.
4.4 Any breach of warranty causing damages to the Licensed
3.3 Spillman shall be responsible for using all reasonable Program or its database, data corruption, or support issues,
diligence in correcting verifiable and reproducible Errors security issues, or performance issues arising out of
2
Contingent Purchase Agreement •
ATTACHMENT "D"
•
• Licensee's or a third party's use of the Utilities or any other Customer, if feasible, that there is no Customer IT
software not specifically licensed by Spillman to Licensee for representative present. If Customer's IT representative
use in connection with the Licensed Program. Any does not arrive within 'a reasonable time, no work will be
assistance provided by Spillman in resolving such problems performed and Customer will be•charged for all expenses
shall be charged to Customer on a time and materials basis. incurred and relating to the visit. •
Additionally, any unauthorized use of the Utilities or other . .
software in connection with the Licensed Program by 5.4 All communications between Customer and Spillman must
Licensee (or by a third party with Licensee's knowledge) be in the English language.
may result, at Spillman's sole option,- in- voidance of .
. warranties, an increase in future annual maintenance and 5.5 Customer is responsible for providing one or more qualified
support fees under this Agreement, and /or loss of rights to Spillman Application Administrators as described in Section
upgrades under this Agreement. Customer acknowledges 6._ At least one Spillman Application Administrator must be
and agrees that it is not licensed to utilize the "write" or available at all times (however, after -hours availability is
"update" features of the Utilities, as such use may damage required only when and if Customer is requesting after -hours
the database or cause other problems with the operation of support from Spillman).
the Licensed Program. -
5.6 Customer is responsible for providing all network and server
4.5 Support for Licensed Program problems caused, by security.
Customer misuse, alteration or damage to the Licensed .
Program or Customer's combining or merging the Licensed 5.7 Customer must provide Spillman with information sufficient
Program with any hardware or software not supplied by or for Spillman to duplicate the circumstances under which an
identified as compatible by Spillman, customizing of Error in the Licensed Program became apparent.
programs, accident, neglect, power surge or failure, . ,
lightning, operating environment not in conformance with the .
manufacturer's specifications (for electric power, air quality, Section 6: Spillman Application Administrator
humidity or temperature), or.third party software or hardware Requirements
malfunction. .
4.6 Supporting, configuring, maintaining, upgrading the • 6.1 The designated Spillman Application Administrator must be
PP g' con g g' g' or pg g certified by Spillman within one year of the agency's go -live
operating system, including, but not limited to, backups, date of the Licensed Program. The designated
restores, fixes, and patches. administrator must meet the following requirements in order
to certify at the basic level:
S 4 . 7 Assistance with problems caused by operating system
• installation, configuration, errors, maintenance or repair, or. 6.1.1 . Attend and participate in, and successfully pass the
using incorrect versions of the system. final written and practical examinations from the
following courses within one hundred twenty (120)
4.8 On -site service visits to Customer's facility, unless such days of installation of the Licensed Program:
visits are necessary to provide satisfactory error correction
to Customer. .
. i. System Introduction — Inquiry,
ii. System Introduction — Data Entry & Modification,
4.9 Printers connected to the back of terminals /personal . - iii. Unix Fundamentals Training (AIX, or HP -UX),
computers (commonly called pass- through printing) or iv. Basic System Administration, and
network printers are not supported by Spillman. v. Spillman training applicable for the Spillman
. applications used by Customer.
Section 5: Obligations of Customer 6.1.2- Pass the Basic SAA exam within one year after the
agency's go live date. .
5.1 Customers using Spillman's SUMMIT product must maintain
• • and provide, at no 'cost to Spillman, access to a dedicated 6.2 Customer will be responsible for the costs of such training,
voice grade local telephone and a LAN modem and data set, including any course fees, travel and lodging expenses.
connected directly to customer's network, with full access to Spillman agrees'and'acknowledges that it will receive no
the server (24 hours per day, 7 days per week) that is used benefit or income from Customer's attendance at required
with the Licensed Program. courses or examinations except for costs directly associated
with providing trainingand / or examinations, if applicable.
5.2 Customers must provide and maintain, at no cost to ,
Spillman, a modem and data set connected directly to the 6.3 Contact information for the Spillman Application •
server (the modem cannot be connected to a •network) 24 Administrator(s) must be provided to Spillman in writing and
hours per day, 7 days per week, used with the Licensed signed by an authorized representative of Customer.
Program being maintained by Spillman hereunder and , any /all changes in the assigned Spillman Application
provide access to a dedicated voice grade local telephone. Administrator shall be provided to Spillman in writing and
signed by an authorized representative of Customer •
. .3 A representative of Customer's IT department must be -
present when any on -site support is provided. Customer . 6.4 Requests for support services received from anyone other
• agrees that if such representative is not present when the than a Spillman Application Administrator, as identified in
Spillman representative arrives on site, the Spillman the Customer's written notification, wiltbe refused, except.in
representative shall notify an appropriate representative of the case of a system emergency, when such request for
•
3
•
Contingent Purchase Agreement
ATTACHMENT "D
service shall be accepted by Spillman from an authorized to provide the related "temporary fix ", as defined in Section
representative of Customer other than the Application 3.3 herein, to Customer.
Administrator. Such other authorized Customer
representative shall be identified in the same manner as is 7.5 Should Customer request onsite support services, Customer
the Spillman Application Administrator. For purposes of this shall reimburse Spillman for all labor hours worked, travel,
Section of this Agreement, a system emergency shall be _ and related expenses incurred by Spillman in providing such
defined as an actual or imminent failure of the system as a support services. Spillman shall submit all such travel
whole or of any major segment or module of the system that related expensed to Customer in advance; only those
could place Customer's employees or constituents in danger expenses approved by Customer in writing will be eligible for
of loss of life or property. - . reimbursement.
•
6.5 Each designated Spillman Application Administrator must be 7.6 Additional Support Fees are also due if there is a significant
qualified to address, or have other support resources to increase in'Customer's size with respect to use of the
•
address, without the aid of Spillman, all problems relating to Licensed Program, subject to the limitations described in the
hardware, software or operating system not directly Contingent Purchase Agreement. An increase in size may
associated with the Licensed Program. arise either out of Customer's internal growth or out of a
Host Agency/Shared Agency arrangement as described in
Section 2.5 and Exhibit A of the,License Agreement.
Section 7: Fees and Charges Relevant factors include number of employees, number of
• dispatchers and /or number of jail beds. Any such fee
7.1 Customer shall pay Spillman the Support Fee, as set forth in increase will be effective at the first of the subsequent year,
the Purchase Agreement, and any other charges or fees so long as proper notification was provided to Customer, as
described and agreed to herein. Spillman reserves the right described in Section 7.2, herein.
to change its Support Fee subject to the terms and •
conditions as described in the Contingent Purchase
Agreement. Second -year level support fees, as referenced Section 8: Proprietary Rights
•
in the Purchase Agreement between Spillman and
Customer, are charged beginning 12 months after the 8.1 All Releases and any other Spillman software or materials
Customer's "go -live" date with the Spillman licensed provided by Spillman'to Customer hereunder shall be
Program. Adjustments to Support Fees may result from deemed part of the Licensed Program and are licensed to
changes in (1) software prices, (2) number of software Customer pursuant to the terms and conditions of the
modules used, (3) an increase in Customer's size (as further License Agreement.
described in Section 7.6), (4) Coverage Hours selected by
Customer, or (5) violation of the restrictions set forth in 8.2 The Licensed Program and all Releases thereto are and
Section 4.4 of this Agreement. shall remain the sole property of Spillman, regardless of
whether Customer, its employees, or contractors may have
7.2 Spillman shall invoice Customer for annual Support Fees at contributed•to the conception of such work, joined in the
the beginning of each calendar year. Spillman shall notify effort of its development, or paid Spillman for the use of the
Customer.of any change in the annual Support Fees no later work product. Customer agrees, from time to time, to take
than July 31 of the year prior to the year in which the fee such further action and execute any further instrument,
increase will become effective. In the event that additional including documents of assignment or acknowledgment, as
billable work is performed, all billable charges and expenses may be reasonably requested by Spillman in order to
will be invoiced to Customer at the beginning of the month establish and perfect its exclusive ownership rights.
following the month in which they were incurred. Customer Customer shall not assert any right, title, or interest in such
• shall pay the undisputed invoiced amounts immediately works, except for the non - exclusive right of use granted to
upon receipt of such invoices. Any undisputed amount not Customer at the time of its delivery or on -site development.
paid within thirty (30) days after the invoice date shall bear Customer agrees to provide Spillman with copies of such
•
interest at the lesser of twelve (12) percent per year or the works upon request.
highest rate allowed by applicable law.
•
7.3 Customer shall be responsible for and agrees to pay the Section 9: Disclaimer of Warranty & Limitation of
fees and charges incurred for procuring, installing, and Liability
maintaining all equipment, telephone lines, modems,
communications interfaces, networks and other products 9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS
necessary to operate the Licensed Software. AGREEMENT, iN SECTION 8 OF THE LICENSE
AGREEMENT, IN THE CONTINGENT PURCHASE
7.4 Customer agrees to pay additional charges according to the AGREEMENT AND / OR IN SPILLMAN'S RESPONSE TO
Spillman Fee Schedule for all work required by Customer CUSTOMER'S # 10809P, SPILLMAN DISCLAIMS
and performed outside of Coverage Hours. • These charges . ANY AND ALL WARRANTIES CONCERNING THE
are applicable for any work performed outside of the LICENSED PROGRAM, RELEASES, AND THE SERVICES
Coverage Hours, regardless of the cause, even if the TO BE'RENDERED HEREUNDER, WHETHER EXPRESS -
requested work was reported and /or initiated during normal OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY
Coverage Hours. Not withstanding the above, Customer will WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
not be responsible for and Spillman will not bill Customer for PARTICULAR PURPOSE OR USE
hours worked by Spillman outside of the Coverage Hours
which were necessary to correct an error in the system and 9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR ANY
4
. Contingent Purchase Agreement
•
ATTACHMENT "D"
• INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, by the parties hereto.
EXEMPLARY, OR INCIDENTAL DAMAGES WHATEVER,
HOWEVER CAUSED, EVEN IF SPILLMAN HAS BEEN 11.2 In the event that any term or provision of this Agreement is
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. held invalid, illegal, or unenforceable, it shall be severed and
The cumulative liability of Spillman to Customer for all the remaining terms and provisions shall be enforced to the .
. claims arising in connection with this Agreement shall not 'maximum extent permitted by applicable law.
exceed the total fees and charges paid to Spillman by .
• Customer under this Agreement from the date the cause of 11.3 Neither party may assign its rights or duties under this
action arose to the then present date. - Agreement without the prior written consent of the other
party, except to a successor of all or substantially all of its
9.3 No action, whether based on contract, strict liability, or tort, business and assets. If Customer reasonably objects in
including any action based on negligence, arising out of the • writing to a successor of Spillman within 30 days of receiving
performance of services under this Agreement, may be notice of the assignment or proposed assignment, Customer
brought by either party more than three (3) years after such may terminate this Support Agreement upon 30 days written
cause of action occurred. However, action for nonpayment notice to Spillman and Spillman will reimburse to Customer
may be brought within two (2) years of the date of the last a prorated amount of Customer's annual Support payment,
payment was received by Spillman. based on the number of months left in the then - current term.
• 11.4 The waiver by either party of any term or provision of this
Section 10: Termination Agreement shall not be deemed to constitute a continuing •
, waiver thereof unless specifically stated in the waiver, nor
10.1 This Agreement shall automatically terminate immediately shall it be deemed to constitute any further or additional right
upon termination of the License Agreement for any reason. that such party may hold under this Agreement.
10.2 Either party may terminate this Agreement: 11.5 This Agreement will be governed by the laws of the state of
Washington. The parties hereby submit to the exclusive •
- 10.2.1 If either Spillman or Customer provides a written jurisdiction and venue of Yakima County, Washington State
notice to the other party, at least 90 days prior to the with respect to any action between the parties relating to this
end•of the then - current Term, of its intent to Agreement. In any such action, the prevailing party shall be
terminate this Agreement at the end of such Term; entitled to an award of its reasonable costs and attorneys'
4. or fees from the other party to the extent permitted by
Washington law. •
10.2.2 Upon 30 days prior written notice, if the other party
has materially breached any provision of this 11.6 Any notices required or permitted under this Agreement .
Agreement and the offending party has not cured shall be in writing and delivered in person or sent by
such breach within the 30 -day notice period. registered or certified mail, return receipt requested, with
' • proper postage affixed, or sent by commercial overnight
10.3 Following termination of this Agreement:, (1) Spillman shall delivery service with provisions for a receipt to the following
immediately invoice Customer for all accrued fees, charges, contacts, or as may be updated from time to time: •
and reimbursable expenses; and Customer shall pay the
undisputed invoiced amount immediately upon receipt of Customer:
such invoice (the parties will discuss and attempt to resolve 1. County Commisioners, Yakima County, 128 No.
any disputes with respect to such fees; Spillman may pursue 2 Street, Yakima Wa. 98901, and .
legal action to recover such amounts if the dispute is not - 2. Dick Zais, City Manager, City of Yakima, 129 No.
resolved between the parties); and (2) Spillman shall, within 2 "d Street, Yakima, Wa. 98901, and
• 30 days, reimburse Customer for the prorated portion of the 3. Executive Board President, YAKCORPS, address
annual Support Fees based on the number of months . to be provided, . .
remaining in the current term of this Agreement. .
Spillman Technologies, Inc.: •
Section 11: Miscellaneous • (Title]
4625 West Lake Park Blvd. .
11.1 Spillman and Customer acknowledge that they have read Salt Lake City, UT 84120
this Agreement in its entirety and understand and agree to
•
be bound by its terms and provisions. Spillman and
•
Customer further agree that this Agreement and the IN WITNESS WHEREOF, the parties have caused this
Contingent Purchase Agreement are the complete and Agreement to be executed by their duly authorized
exclusive statements of agreement of the parties with .. representatives as set forth below.
respect to the subject matter hereof and that this Agreement '
• supersedes and merges all prior proposals, understandings,
and agreements, whether oral,or written, between Spillman .
and Customer with respect to the Computer Software End-
4110 User Support Agreement. However, both parties .
acknowledge and agree that the Contingent Purchase
Agreement governs and controls any and all conflicting
•
language between these Agreements. This Agreement may
not be modified except by a written instrument duly executed .
• 5
Contingent Purchase Agreement
ATTACHMENT "D"
•
Section 12: Signatures
Accepted and Approved:
•
Customer
By:
Print Name:
Title:
Date:
Spillman Technologies, Inc.
By:
Print Name: Lance Clark
Title: President
Date:
• .
•
6
Spillman Contingent Purchase Agreement
• ATTACHMENT "E"
Integrated Public Safety System Project (IPSS)
Y Y l � )
Outline and Work Flow
•
Page 24 of 26
Spillman Contingent Purchase Agreement
• ATTACHMENT "E"
Integrated Public Safety System Project (IPSS)
Outline and Work Flow
A. General Project Flow and Time Lines' (durations):
Spillman anticipates the first systems may "go live" approximately nine months after
commencement of the implementation phase.
Note: The final project schedule, list of tasks and timelines for each task will be determined
by mutual agreement of the parties during the pre- implementation meeting (PIM), which will
be held immediately upon commencing of implementation and payment by customer of the
first Phase I milestone payment, per Section 6 of this Agreement.
B. Spillman shall provide a Project Manager acceptable to customer. Additionally, Mr. Corey
Roberts will be assigned to oversee the assigned project Manager responsible for customer's
implementation. Spillman's project manager will be responsible for oversight of the project,
including maintaining project's authorized cost, scope and schedule, in cooperation and in
conjunction with Customer's project manager.
C. Customer shall provide a Project Manager for this project who will act as the primary contact
and liaison for Customer and who will be responsible for oversight of the project, including
maintaining project's authorized cost, scope and schedule, in cooperation and in conjunction
with Spillman's project manager.
•
r
Page 25 of 26
Spillman Contingent Purchase Agreement
ATTACHMENT "F"
Fee Schedule — Additional Support Services
s
411
Page 26 of 26
•
Process Definition
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Department: Support
Process: Support Pricing
Subject: Support Fee Schedule
Custom Programming Done By Support Department $165.00 /hour
(During normal working hours 8 A.M. to 5 P.M., Monday
through Friday, excluding holidays)
On -Site Support Calls (gave me-a On -Site Work Time) $165.00 /hour
• + Travel Expenses, Per Diem
After Hours Support Calls ($165.00 *1.5) $247.50 /hour
After Hours.Support Calls ($165.00 * 2.0) $330.00 /hour
(Sundays & Holidays)
Clients without current maintenance contract $330.00 /hour
• Payment must be received at STI prior to service
After hour call pricing will be determined on an individual basis
A minimum of at least .50 hours will be billed for all billable service calls.
See Support Software Policy (SU12) for definitions of after hour calls.
Non - Spillman Customers
(For customers leaving STI, typical base pricing for dumping all tables to txt files starts at 20 hours
X . : -: - .. . 0
• We must have connectivity to the server. (acceptable to Spillman Technologies Inc.)
• Data will be extracted and copied on the current server. Data will not be moved by the
Spillman Technician.
• No modification of data will be made.
Mock Upgrades .
Mock upgrades for practice database start at 8 hours * current hourly rate. It should be noted that
the mock upgrade will include Spillman copying and setting up the core Spillman product only. No
mobile, interfaces, etc. Including 911, livescan, and Statelink. The customer MUST also have
ALREADY enough disk space to cp the entire Spillman database and executables plus have 1 gig
of free space for the upgrade utilities.
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PROCESS DEFINITION 1