HomeMy WebLinkAboutR-1998-039 Agreement / State of Washington Information ServicesRESOLUTION NO. R-98 (U
A RESOLUTION authorizing the execution of a Customer Services Agreement with
the State of Washington Department of Information Services (DIS).
WHEREAS, DIS has requested that a new Customer Service Agreement be executed
between the City of Yakima and DIS to arrange for making cooperative purchases of
certain goods and services; and the City Council of the City of Yakima deems it to be in
the best interests of the City that such an arrangement be carried out according to the
provisions, terms and conditions of the attached agreement document and that it is in
the best interests of the City that the attached agreement document be executed, now,
therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
Section 1. The City Manager and City Clerk of the City of Yakima are hereby
authorized and directed to execute a Customer Services Agreement with DIS for the
purpose mentioned above, a copy of which agreement, entitled "Customer Service
Agreement" is attached hereto and by reference made a part hereof.
ADOPTED BY THE CITY COUNCIL this ir day of M a/20 , 1998.
ATTEST:
CITY CLERK
DIEGU A-1 Agenda & Res
2
MAYOR
AliWashington State Department of
r�r► Information Services � J �
CUSTOMER SERVICE AGREEMENT
ID/ Contract: D030-0
Interlocal Number: 98 -INT -473
1. PARTIES
THIS AGREEMENT is entered into between the Department of Information Services hereinafter 'DIS", and
City of Yakima, hereinafter "Customer."
2. PURPOSE
DIS is authorized under Chapters 43.105 and 39.34 RCW to provide information services. This Customer Service
Agreement sets out the terms and conditions under which DIS provides and Customer receives service. This Agreement
governs two types of transactions: Customer purchases of goods and services from DIS; and Customer purchases of
goods and services from third party vendors through master contracts executed and administered by DIS.
3. GENERAL TERMS AND CONDITIONS
3.1 DURATION
This Agreement is effective on the date of execution by both parties and remains in full force and effect until
terminated by either party in accordance with the TTERMINATION provision herein.
3.2 TERMINATION
3.2.1 TERMINATION FOR CONVENIENCE - Either party may terminate this Agreement or any Order
Supplement/Service Level Agreement hereunder upon 90 days written notice to the other.
3.2.2 TERMINATION FOR CAUSE - If for any cause, Customer or DIS does not fulfill in a timely and proper
manner its performance obligations under this Agreement, or if either party violates any of these terms and
conditions, the aggrieved party will give the other party written notice of such failure or violation. The
responsible party will correct the violation or failure within 15 working days. If the failure or violation is not
corrected, this Agreement may be terminated immediately by written notice from the aggrieved party to the other
ply
Upontermination of this Agreement, Customer will pay for services rendered prior to the effective date of the
termination.
3.2.3 TERMINATION OF AN ORDER SUPPLEMENT/SERVICE LEVEL AGREEMENT - Services
specified in an Order Supplement/Service Level Agreement may be terminated by either party for the reasons and
in the manner outlined above, unless provided otherwise therein.
State of Washington
Department of Information Services
1110 Jefferson Street, PO Box 42445
Olympia, WA 98504-2445
1
Customer Service Agreement
Phone: (360) 902-3551
FAX: (360) 586-5885
3.3 PAYMENT
3.3.1 SERVICE CHARGES - Charges for products and services provided by DIS will be based either on the
then current published DIS rate schedule, or on specific quotation described in Order Supplements/Service Level
Agreement. Rate schedules are subject to change. The current rate schedule supersedes and replaces all previous
published rate schedules.
3.3.2 MASTER CONTRACT AND NEGOTIATED AGREEMENT FEES - Contract administration fees are
charged to customers for use of DIS -established master contracts and negotiated agreements. Specific fees are
established for each master contract and negotiated agreement as a means for DIS to recover costs associated with
the establishment, maintenance, and administration of the contracts and agreements. The fee shall be paid directly
to the master contract vendor along with the purchase payment.
3.3.3 ESTIMATES - DIS may provide, upon Customer request, an estimate of cost for proposed products and
services. Specific agreements addressing costs, schedules, and other factors will be described in the associated
Order Supplement/Service Level Agreement. Customer is responsible for paying the agreed amount set forth in
the Order Supplement/Service Level Agreement.
3.3.4 TAXES - If DIS is required to pay sales or use tax in order to provide service under this Agreement, such
taxes will be added to the Customer invoice.
3.3.5 INVOICES AND LATE PAYMENT - DIS will invoice Customer monthly detailing charges for services
rendered during the preceding month. Payment is due upon receipt of invoice by Customer and becomes
delinquent 30 days thereafter.
A late payment charge may be applied to any remaining balance 60 days after invoice. Late payment charges, if
any, will be imposed on the unpaid balance at the rate of 1% per month. Agreements with balances more than 90
days past due may be terminated under the TERMINATION FOR CAUSE provision of this Agreement, and
services discontinued.
Amounts disputed by Customer under Section 3.5 are not subject to late payment charges.
3.3.6 PREPAYMENT - DIS may require Customer to pre -pay estimated charges if Customer has previously
made late payments on outstanding balances.
3.4 LIMITATION OF LIABILITIES AND REMEDIES
3.4.1 NON -CONFORMING SERVICES - For any DIS -provided services which fail to conform to the
specifications of this Agreement or an Order Supplement/Service Level Agreement hereto, and such failure is
caused solely by the negligence of DIS, no charge will be invoiced. If both parties are negligent, they agree to
apportion between them the damage attributable to the actions of each. Customer is solely responsible for any
damage caused in whole or in part by inaccurate or inadequate data, programs, or software furnished by Customer
to DIS.
3.4.2 LOSS OR DAMAGE TO CUSTOMER SUPPLIED DATA - For any loss or damage to Customer
supplied data or programs due to negligence of DIS, DIS' liability shall be limited to the replacement or
regeneration of lost or damaged data from Customer's supporting material. Customer will retain sufficient
supporting material, as specified in Order Supplements/Service Level Agreements, to enable DIS to regenerate
card, tape, or disc files, printer output, or any other data furnished to DIS by Customer.
3.4.3 EQUIPMENT DAMAGE - For any equipment damaged as the result of negligence by either party, that
party will be obligated to pay for repair or replacement of that equipment. If both parties are negligent, the parties
agree to apportion between them the damage attributable to the actions of each.
State of Washington
Department of Information Services
1110 Jefferson Street, PO Box 42445
Olympia, WA 98504-2445
2
Customer Service Agreement
Phone: (360) 902-3551
FAX: (360) 586-5885
3.4.4 SOFTWARE - Computer application programs and other software systems furnished to Customer by DIS
at no charge to Customer are furnished on an "as is" basis with no representations or warranties regarding use or
results.
3.4.5 DAMAGES - Neither party will seek damages, either direct, consequential, or otherwise against the other
in addition to the remedies stated herein.
3.4.6 THIRD PARTY CLAIMS - In the event that either party is found liable for damages to third parties as a
result of the performance of services under this Agreement, each party will be financially responsible for the
portion of damages attributable to its own acts and responsibilities under this Agreement.
3.5 DISPUTES
3.5.1 NOTICE OF DISPUTE - Customer will promptly notify DIS of disputes regarding invoices, or of
services which Customer believes do not conform with the agreed upon terms of this Agreement or an Order
Supplement/Service Level Agreement, within 30 days of receipt of invoice or performance of services whichever
occurs later. Failure to give written notice within 30 days after receipt of invoice or performance of services
constitutes waiver of any objection to services or invoices.
3.5.2 DISPUTE RESOLUTION - Questions of fact arising from this Agreement which cannot be resolved by
Customer and DIS will be resolved according to the Information Services Board Customer Dispute Resolution
Policy dated May 1990, or as subsequently amended by the Board. The parties agree to proceed diligently with
the performance of services requested under any Order Supplement/Service Level Agreement while any dispute is
pending.
Neither party will sue the other for claims arising from disputes arising under this Agreement, except that DIS
may pursue collection actions if necessary to recover charges for services, and if such action is taken, venue lies in
Thurston County Superior Court.
3.6 DISCLOSURE OF CUSTOMER DATA - Records, documents, or other property of Customer, in any medium,
furnished by Customer to DIS, will remain the property of Customer unless otherwise agreed. DIS will not
disclose or make available this material to any third parties without notice to Customer. DIS will utilize
reasonable security procedures and protections to assure that Customer material is not erroneously disclosed to
third parties.
3.7 ASSIGNMENT - This Agreement may not be assigned by either party to a third party without the prior written
consent of DIS and Customer.
3.8 WAIVER - If a breach of a provision of this Agreement is waived for a particular transaction or occurrence,
waiver for a similar breach in a subsequent similar transaction or occurrence may not be implied.
3.9 SEVERABILITY - If any term or condition of this Agreement or application thereof is held invalid, such
invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid
term, condition, or application.
State of Washington
Department of Information Services
1110 Jefferson Street, PO Box 42445
Olympia, WA 98504-2445
3
Customer Service Agreement
Phone: (360) 902-3551
FAX: (360) 586-5885
3.10 NOTICES - All notices and communications which may be required by this Agreement shall be in writing and
sent:
If to DIS, to:
Department of Information Services
Attention: Debbie Dunn, Contracts Coordinator
PO Box 42445
Olympia, WA 98504-2445
Phone: (360) 902-3551
and if to Customer, to:
City of Yakima Purchasing
Attn: Sue Ownby, Purchasing Agent
129 No. 2nd St.
Yakima, Wa. 98901
Phone: 509-576-6695
Fax: (360) 586-5885 Fax: 509-575-6107
3.11 AMENDMENTS/MODIFICATIONS - This Agreement may be modified or amended by the mutual written
consent of the parties. Terms and conditions specified in an amendment will have precedence over the terms and
conditions specified in this Agreement.
3.12 CONFLICTS - In the case of a conflict between this Agreement and Order Supplements/Service Level
Agreements issued hereunder, the terms of the Order Supplement/Service Level Agreement will prevail.
4. DIS SERVICES
DIS will provide services according to Order Supplements/Service Level Agreements signed by Customer and DIS
under the general terms of this Agreement. Each Order Supplement/Service Level Agreement includes a description of
the specific services to be provided, the term, the cost of such services from quotation or from the published rate
schedule, and any other terms and conditions applicable to that service. All Order Supplements/Service Level
Agreements are incorporated as addenda to this Customer Service Agreement.
5. MASTER CONTRACT LEASES AND PURCHASES
5.1 COOPERATIVE PURCHASING - Pursuant to Chapter 39.34 RCW and to other provisions of law, DIS and
Customer hereby agree to cooperative governmental leasing and purchasing. DIS, in contracting for the lease and
purchase of information technology goods and services, agrees to contract also on behalf of Customer, to the
extent permitted by law and agreed upon by the parties in exchange for the fee described in Section 3.3.2 of this
Agreement
5.2. COMPLIANCE WITH LAWS AND REGULATIONS - DIS will contract for the lease and purchase of goods
and services according to applicable laws and regulations. Customer accepts responsibility for compliance with
any additional or varying laws and regulations governing leases and purchases by or on behalf of Customer.
5.3 TERMS OF MASTER CONTRACTS - A Master Contract is a competitively acquired contract executed by
DIS and a vendor enabling DIS and other public sector entities that are parties to this Customer Service
Agreement to purchase goods and services from that vendor. When DIS contracts to lease or purchase goods and
services on behalf of customers in general, or the undersigned Customer, Customer may lease or purchase goods
and services covered by the contract on the same terms and conditions as DIS. Such a lease or purchase by
Customer may be accomplished by a purchase order directed by Customer to the third party vendor. DIS is not
responsible for vendor performance of any lease or purchase contracts, nor is DIS responsible for payment by
Customer.
5.4 CONVENIENCE RATHER THAN MANDATORY BUY - Customer may contract independently for the lease
or purchase of any particular class of goods and services.
State of Washington
Department of Information Services
1110 Jefferson Street, PO Box 42445
Olympia, WA 98504-2445
4
Customer Service Agreement
Phone: (360) 902-3551
FAX: (360) 586-5885
6. TREATMENT OF ASSETS
6.1 PROPERTY TITLE - Title to all property furnished by DIS shall remain in DIS. Title to all property purchased
by the Customer for which the Customer is entitled to be reimbursed as a direct item of cost under this contract
shall pass to and vest in DIS upon completion, termination, or cancellation of this contract
6.2 USE OF PROPERTY - Any property of DIS furnished to the Customer shall, unless otherwise provided in this
contract, or approved by the owner, be used only for the performance of this contract.
6.3 LOSS OR DAMAGE - The Customer shall be responsible for any loss or damage to property of DIS which
results from negligence of the Customer or which results from the failure on the part of the Customer to maintain
and administer the property in accordance with sound management practices.
6.4 NOTIFICATION - If any DIS property is lost, destroyed, or damaged, the Customer shall immediately notify
DIS and shall take all reasonable steps to protect the property from further damage.
6.5 SURRENDER OF PROPERTY - The Customer shall surrender to DIS all property of DIS prior to settlement
upon completion, termination, or cancellation of this Agreement.
6.6 CUSTOMER EMPLOYEES OR AGENTS - All reference to the Customer under this clause shall include any
of his or her employees or agents.
7. RIGHTS IN DATA
Unless otherwise provided in an Order Supplement/Service Level Agreement describing specific services, data which
originates from this contract shall be "works for hire" as defined by the U.S. Copyright Act of 1976, and shall be owned
by DIS. Data shall include, but not be limited to, reports, documents, pamphlets, advertisements, books, magazines,
surveys, studies, computer programs, film, tapes, and/or sound reproductions. Ownership includes the right to copyright,
patent, register and the ability to transfer these rights. Customer shall notify DIS promptly, in writing, of each notice or
claim of copyright infringement received by the Customer with respect to any data delivered under this contract. In the
event that DIS provides application development services to Customer, Customer will enjoy a perpetual royalty -free
license to use any custom application code developed exclusively for it.
8. SIGNATURE BLOCKS
The parties acknowledge that they have read, understand and accept this Agreement, including any supplements or
attachments, and that this Agreement constitutes the entire agreement between them and supersedes all other
communications, written or oral, relating to the subject matter of this Agreement.
CUSTOMER
SIGNATURE
PRINTED NAME: R.A. Zais,
Jr.
TITLE: City Manager
DATE
City Contract #98-33
Resolution # R-98-39
State of Washington
Department of Information Services
1110 Jefferson Street, PO Box 42445
Olympia, WA 98504-2445
DEPARTMENT OF
INFORMATION SERVICES
SIGNATURE
Susan Hettinger, Assistant Director
Administrative Services Division
3-3
DATE
5
ATTEST:
Karen S.
Cust
City Clerk
er=Service Agreement
Phone: (360) 902-3551
FAX: (360) 586-5885
x'_37lasiatc.x- ,e47
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 11
For Meeting of March 17, 1998
ITEM i I I LE: Customer Service Agreement with State of Washington
Department of Information Services
SUBMITTED BY: Glenn Rice, Assistant City Manager
CONTACT PERSON/TELEPHONE: Sue Ownby, Purchasing Agent -- 576-669
SUMMARY EXPLANATION:
In June of 1990, City Council approved resolution No. D5770, which authorized the City
of Yakima to purchase certain goods and services off State of Washington Department of
Information Services (DIS) contracts without going to bid.
DIS is updating their files and has requested that the City sign a new Customer Service
Agreement. All terms and conditions remain the same with the exception that master
contracts are now included (master contracts are contracts that DIS has negotiated with
vendors for volume discount prices on services such as cellular phone equipment,
pagers, and 1-800 services).
Pursuant to Chapter 39.34 RCW Interlocal Cooperation Act, execution of this agreement
will allow the City to purchase even more commodities off DIS contracts without having
to go through the formal bid process ourselves.
This agreement shall remain in effect until cancelled by either party.
Resolution Ordinance _ Contract _ Other (Specify)Agreement
Funding Source
APPROVED FOR SUBM1'1'1'AL:
\<-24)
City Manager
er
STAFF RECOMMENDATION: Adopt a resolution to authorize the City Manager and
the City Clerk to execute a Customer Services Agreement with the State of Washington
Department of Information Services.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
DIEGO A-1 Agenda & Res
1