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HomeMy WebLinkAbout11/03/2009 10 2010-2012 Fire Communications Services Contract and Information Systems Services Agreements BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON 0 . AGENDA STATEMENT Item No.: I For Meeting Of: November 3, 2009 ITEM TITLE: A Resolution Authorizing the City Manager to enter into the 2010 -2012 Fire Communications Services Contract and, where applicable, an Information • Systems Services Agreement with various cities and fire districts SUBMITTED BY: Wayne Wantland, Communications Manager CONTACT PERSON/TELEPHONE: same, 575 -6048 SUMMARY EXPLANATION: The Yakima Communications Center provides fire dispatching and communications services for numerous agencies in Yakima County. Each year we readdress these contracts taking into account dispatched incident volumes and a fixed percentage adjustment. For 2010 we have included a two percent (2.0%) increase for the cost of living adjustment to these contracts and for all subsequent years a four percent (4.0 %) per year increase. The Information Systems Services Agreement allows for the provision and maintenance of the Mobile Data systems that various agencies have added to the City's system. These contracts have been presented to and executed by the participating agencies and are now awaiting the Council's action. Resolution X Ordinance _ Other (Specify) Contract X Mail to (name and address): Phone: Funding Source: APPROVAL FOR SUBMITTAL: vim, .� v Ci a nager STAFF RECOMMENDATION: Staff respectfully requests Council authorized the City Manager to enter into the Fire Communications Services contracts with the various cities and fire districts that are participants in our dispatching system. BOARD /COMMISSION RECOMMENDATION: • COUNCIL ACTION: III . • 0 RESOLUTION NO. R -2009- A RESOLUTION authorizing and directing the City Manager and City Clerk of the City of Yakima to execute a Fire Communications Services Contract and, where applicable, the Information Systems Services Agreement with the City of Union Gap, the City of Selah, and various Yakima County Fire Protective Districts. WHEREAS, the City of Yakima has heretofore provided dispatch and communications services to the City of Union Gap, the City of Selah, and a number of Yakima County Fire Protection Districts; and WHEREAS, the fire protection entities desire to enter into a new Fire Communications Services Contract for the continuations of said services for the calendar year 2009; and, WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to continue to provide dispatch and communications services to the City of Union Gap the City of Selah, and a number of Yakima County Fire Protection Districts in accordance with the terms and conditions on the attached contract, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk are hereby authorized and directed to execute the attached and incorporated agreements entitled "Fire Communications Contract" and mak "Information Systems Services Agreement' with the City of Union Gap, the City of Selah, and various Yakima County Fire Protection Districts. MIF ADOPTED BY THE CITY COUNCIL this 3 day of November, 2009. Mayor ATTEST: City Clerk Fire Communications Service Contract FIRE COMMUNICATIONS SERVICES CONTRACT THIS FIRE COMMUNICATIONS SERVICES CONTRACT, (hereafter the "Contract ") is made and entered into by and between the City of Yakima (hereinafter "Yakima ") and the Cities of Union Gap and Selah (hereinafter the "Cities "), and Yakima County Fire Protection Districts No.'s 1,2,3,4,6,9,12, and 14 (hereinafter collectively referred to as the "Districts "). WITNESSETH WHEREAS, Yakima has heretofore provided dispatching . services to the Cities and the Districts for the handling and processing of fire, alarm, and emergency calls. WHEREAS, Yakima, the Cities, and the Districts desire to enter into a new contract for the continuation of such services. NOW, THEREFORE, pursuant to RCW 39.34 and the mutual covenants, promises, and agreements set forth herein, it is agreed by and between Yakima, the Cities, and the Districts as follows: 1. Yakima Communications Center. Yakima shall continue to operate a central facility to be known as the Yakima Communications Center within the City of Yakima and shall use the same for the purpose of receiving fire and emergency service calls from the respective areas served by all of the parties hereto, and shall dispatch fire apparatus of the appropriate party in answer to any such fire or emergency calls and for the purpose of receiving and transmitting mutual aid calls among the various parties hereto and for other related business. 2. Authority of Dispatch Center. It is agreed that the duty of operating the Yakima Communications Center and the complete management thereof is vested in Yakima and that Yakima shall have the full, complete, and exclusive authority to operate and FD Dispatch Contract — 2010 -2012 7/28/2009 1 of 7 Fire Communications Service Contract manage such Yakima Communications Center, including, but not limited to, the authority to hire and fire employees for such office. 3. Expense of Maintenance and Operation. The expense of continued maintenance and operation of the Yakima Communication Center, including the expense of operating all telephone lines terminating at the Yakima Communications Center, and including the maintenance of equipment located within the Yakima Communications Center belonging to the D istricts and/or Cities, shall be borne by Yakima. 4. Term of Contract. This Contract is for a term of three (3) calendar years commencing January 1, 2010 and terminating at midnight on December 31, 2012. In the event that the method of response to alarm calls is significantly altered, such as tiered emergency medical response, both parties agree that this agreement shall be . opened to reconsider the Cost of Service formula under the new conditions of dispatching alarm calls. 5. Cost of Service. Yakima shall maintain a record of all the Districts' and Cities' alarm calls and each District and each of the Cities shall be charged by Yakima for each call as stated herein. The base cost per alarm call for the contract period shall be the cost per alarm in calendar year 2009 of Thirty -Eight dollars and Sixteen cents ($38.16). The cost per alarm call for each subsequent year of the contract shall be increased effective January 1 of each year for the contract term to an amount equal to the previous calendar year cost per alarm plus the previous year's cost per call multiplied by the percentage given below: Contract Year 2010 — increase 2% - $38.92 Contract Year 2011— increase 4% - $40.48 Contract Year 2012 — increase 4% - $42.10 FD Dispatch Contract - 2010.2012 7/28/2009 2 of 7 Fire Communications Service Contract To accommodate each district and each of the cities' budget cycle Yakima shall provide, in writing by the month of August of the preceding year tp the billing year, the cost for dispatch services for the following year based on the previous calendar year's . alarm calls handled by Yakima for each District and the Cities of Union Gap and Selah, times the cost per run rate applicable for the respective year. 6. Payment for Alarm Calls. Each District and each of the Cities shall be billed in January of each year for dispatch services during that calendar year. Each District and each of the Cities shall pay for each year's billing for alarm services within ninety (90) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2 Street, Yakima, Washington. 7. Definition of Alarm Calls. A call to be charged for under the terms of this Contract is defined as follows: A. An alarm call is defined as: a call requiring the dispatch of equipment from any of the Districts or the Cities. Any number of vehicles from the responsible Districts or Cities may answer any such alarm call. All communications dealing with such alarm call shall be deemed as (1) alarm call. B. Mutual Aid. In the event an individual District or Union Gap or Selah requests mutual aid, it shall pay for each additional alarm call it requests. 8. Early Termination of Contract. Any party hereto may terminate this Contract, with or without cause, by providing sixty (60) days written notice of termination to each of the parties to this Contract. The Contract shall remain in full force and effect with regard to all remaining parties who have not exercised early contract termination pursuant to this clause. 9. Liability of Yakima. Yakima shall not be liable to the Districts and Cities, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, S FD Dispatch Contract — 2010 -2012 7/28/2009 3 of 7 Fire Communications Service Contract power_ outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural P P g disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Contract. 10. INDEMNIFICATION/PROMISE NOT TO SUE. A. The Districts and Cities agrees to hold harmless, indemnify, protect, and defend Yakima, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the Districts and Cities, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Contract. B. In the event that the officials, officers, agents, and/or employees of both Yakima and the Districts and Cities are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). C. Nothing contained in this Section or this Contract shall be construed to create a liability or right of indemnification in any third party. 11. Nondiscrimination Provision. During the performance of this Contract, Yakinla shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: Employment, upgrading, demotion, transfer, recruitment, 410 FD Dispatch Contract — 2010 -2012 7/28/2009 4 of 7 Fire Communications Service Contract advertising, lay or termination rates of p ay or other forms of com training. ensation, and selection for trainin P g 12. No Insurance. It is understood Yakima does not maintain liability insurance for the Districts and Cities and/or their employees. 13. Assignment. This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part to any other person or entity without the prior written consent of Yakima. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities the Districts and Cities stated herein. 14. SEVERABILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 15. Integration. This written document constitutes the entire agreement between Yakima and the Districts and Cities. There are no other oral or written agreements between the parties as to the subjects covered herein. No changes or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by all parties. • FD Dispatch Contract — 2010 -2012 7/28/2009 5 of 7 Fire Communications Service Contract 16. REPRESENTATIONS & WARRANTIES 10 1. The Districts and Cities acknowledges that it has not been induced to enter into this Contract by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Contract. 17. Governing Law. This contract shall be governed by and construed in accordance with the laws of the State of Washington. 18. Venue. The venue for any action to enforce or interrupt this Contract shall lie in the Superior Court of Washington for Yakima County Washington. 19. Signature, it is agreed that this Contract may be signed by each District separately and the signatures of all Districts and Cities need not be placed on a single document. The person executing this Contract on behalf of the District or City represents and warrants that he or she has been fully authorized by the governing body of the District or City to execute this Contract on its behalf and to legally bind the Districts and Cities to all the terms, performances and provisions of this Contract. A copy of this Agreement shall be recorded with the Yakima County Auditor. • FD Dispatch Contract — 2010 -2012 7/28/2009 6 of 7 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and seals. CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT NO. 1 By: B y: , City Manager C air, Fire Commissioners ATTEST: ATTEST: City Clerk Secretary/Treas er • DATED: DATED: FD Dispatch Contract — 2010 -2012 7 of 7 7/28/2009 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and 411) seals. CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT NO. 2 By: By: t CtA"?. ' ! [, City Manager Iv Chair, Fire Commissioners ATTEST: ATTEST: City Clerk Secretary/Treasurer DA'Z'ED: DA'Z'ED: 411 9/0/ 9 FD Dispatch Contract:— 2010 -2012 7 of 7 7/28/2009 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and seals. CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT NO. 3 By: By: ifi ; c.„ City Manager Chair, Fire Commi ers ATTEST: ATTEST: City Clerk Secretary/Treasurer DATED: DATED: • FD Dispatch Contract — 2010 -2012 7 of 7 7/28/2009 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and 0 seals. CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT NO. 4 By: By ✓ , Citynager r • air, Fire Commissioners ATTEST: ATTEST: ;�p,KIMq ``‘,,' E 11 ' ' 14/ City Clerk ' �• 1 '. *� Al.' Secretary/Tr:. urer '', III '�SHING���" DATED: DATED: .1)- 2- 2- - 9 q ? FD Dispatch Contract - 2010 -2012 7of 7 7/28/2009 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and ill seals. CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT NO. 6 By: By: City Manager f, Fire Commissioners ATTEST: ATTEST: City Clerk Secretary/Treasurer Aim DATED: DATED: - 3 - o9 FD Dispatch Contract — 2010 -2012 7 of 7 7/28/2009 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and seals. CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT NO. 12 By: By: City Manager Chair, - Commissioners ATTEST: ATTEST: City Clerk Secretary/Treasurer DATED: DA'Z'ED: S FD Dispatch Contract — 2010 -2012 7 of 7 41110 7/28/2009 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and • seals. CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT NO. 14 By: By: ',iris City Manager hair, Fire Commissioners ATTEST: ATTE : C 471 P2'Yli:tit City Clerk S eC eary /Treasurer DATED: DATED: 410 FD Dispatch Contract — 2010 -2012 7 of 7 7/28/2009 Fire Communications Service Contract IN WITNESS WHEREOF, the parties have set their hands and seals. CITY OF YAKIMA CITY OF SELAH By: _ it City Manager ayor ATTEST: ATTEST: c‘2 x,44 L City Clerk ity Clerk DATED: DA'Z'ED: September 22. 2009 FD Dispatch Contract — 2010 -2012 7 of 7 1 7/28/2009 Fire Communications Service Contract 110 IN WITNESS WHEREOF, the parties have set their hands and seals. CITY OF YAKIMA CITY OF UNION GAP By: By: _// City Manager r ayor ATTEST: ATTEST: City Clerk. City Clerk DA'Z'ED: DA TED: FD Dispatch Contract — 2010 -2012 7 of 7 7/28/2009 • CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and YAKIMA COUNTY FIRE, PROTECTION DISTRICT # 1, Highland, a Washington fire protection district, (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. • WITNESSETH WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and • WHEREAS, the 'City of Yakima possesses the necessary resources to provide the �' P �' p Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIMA WILL: 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. • Page 1 of 8 HLFD IS Services Agreement 2010.doc 8/3/2009 3. Use a reasonable standard of care to insure the security of User 0 Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and /or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and /or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement is January 1, 2010. This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Annual Payment. The User Agency shall be billed during the first quarter of each calendar year for services during year. The User Agency shall pay for each year's billing for services within sixty (60) days after billing by Yakima. Payment shall be made to Yakima -City Treasurer, 129 North 2 Street, Yakima, Washington. 2. Prior to October 1 of each year during the term of this Agreement, the City shall provide notice in writing to the User Agency of the fee Page 2 of 8 HLFD IS Services Agreement 2010.doc 8/3/2009 • that will be charged during the subsequent year for the services identified in the. Appendix. 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional $ ervices. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This 'document shall be made an addendum to this Agreement. E. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon seryices due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. F. INDENMNIFICATION/PROIVIISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' . fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non- performance of this Agreement. 2. • In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). Page 3 of 8 HLFD IS Services Agreement 2010.doc 8/3/2009 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third 41/ party. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or Ash written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 0 Page 4 of 8 HLFD IS Services Agreement 2010.doc 8/3/2009 0 K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON - WAIVER The waiver by the User Agency or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. M. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. N. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to Yakima County Fire District #1, Fire Chief, 51 Cowiche Rd, Cowiche, WA 98923. O. SEVERAI3ILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any prqvision of this Agreement is in direct conflict with any statutory provision of ,the State of Washington, that provision which Page 5 of 8 HLFD IS Services Agreement 2010.doc 8/3/2009 may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. P. GOVERIN LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and 0 provisions of this Agreement. S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. 0 Page 6 of 8 HLFD IS Services Agreement 2010.doc 8/3/2009 CITY OF YAKINIA YAKIIVIA COUNTY FIRE DISTRICT 1 R. A. Zais, Jr., City Manager Date: Title: M■c �sriovi� Date: i / 0 7 �� ATTEST: City Clerk Contract No. Page 7 of 8 HLFD IS Services Agreement 2010.doc 8/3/2009 APPENDIX A CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 5) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. S Page 8 of 8 HLFD IS Services Agreement 2010.doc 8/6/2009 1ST �{ CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and YAKIMA COUNTY FIRE PROTECTION DISTRICT # 4, East Valley, a Washington fire protection district, (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the. User. Agency. desires Information Systems Services as described in the. Appendix to this Agreement; and WHEREAS, the 'City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIMA WILL: • 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. . Page 1 of 8 EVFD IS Services Agreement- 2010.doc 8/3/2009 3. Use a reasonable standard of care to insure the security of User 0 Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and/or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima "s computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. 410 C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement is January 1, 2010. This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Annual Payment. The User Agency shall be billed during the first quarter of each calendar year for services during year. The User Agency shall pay for each year's billing for services within sixty (60) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2 Street, Yakima, Washington. 2. Prior to October 1 of each year during the term of this Agreement, ® the City shall provide notice in writing to the User Agency of the fee Page 2 of 8 EVFD IS Services Agreement- 2010.doc 8/3/2009 410 that will be charged during the subsequent year for the services identified in the Appendix. 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. E. LIABILITY OF THE CITY OF YAIKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the 410 agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. F. INDEMNIFICATION/PROMISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non- performance of this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). Page 3 of 8 EVFD IS Services Agreement- 2010.doc 8/3/2009 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third W tY � y party. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are • for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter 0 into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 0 Page 4 of 8 EVFD IS Services Agreement- 2010.doc 8/3/2009 K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON - WAIVER The waiver by the User Agency or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. M. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. N. WRITTEN NOTICE S n All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice l}ereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User. Agency shall be delivered to Yakima County Fire District #4, Fire Chief, 2003 Beaudry Road, Yakima, WA 98901. O. SEVERA3ILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If _ any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which Page 5 of 8 EVFD IS Services Agreement- 2010.doc 8/3/2009 may conflict shall be deemed inoperative and null and void insofar as it 41) may conflict, and shall be deemed modified to conform to such statutory provision. P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws -of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body pf the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. 411/ S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. 0 Page 6 of 8 EVFD IS Services Agreement- 2010.doc 8/3/2009 CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT 4 R. A. Zais, Jr., City Manager Date: 9 - 12- - o 9 Title: .. 1. �_`. IL �� J Date: 6 1/7 6 //6 ATTEST: .± Xi( I la City Clerk SE A� , • Contract No. 9.. " ��� G� Ask Page 7 of 8 EVFD IS Services Agreement- 2010.doc 8/3/2009 APPENDIX A CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair or parts replacement. 5) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. • Page 8 of 8 EVFD IS Services Agreement- 2010.doc 8/6/2009 -DIST E CITY OF YAKIMA • INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and YAKIMA COUNTY FIRE PROTECTION DISTRICT # 5, a Washington fire protection district, (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and enumerate other related prgvisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and II WHEREAS, the 'Ci of Yakima possesses the necessary resources to provide the tY P rY P Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIMA WILL: 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the [user Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. Page 1 of 8 • LVFD IS Services Agreement 2010.doc 8/3/2009 3. Use a reasonable standard of care to insure the security of User III Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and /or software necessary for the operation the system(s) described in the • Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. • C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement is January 1, 201 This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Annual Payment. The User Agency shall be billed during the first quarter of each calendar year for services during year. The User Agency shall pay for each year's billing for services within sixty (60) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2 Street, Yakima, Washington. 2. Prior to October r of each year during the term of this Agreement, III the City shall provide notice in writing to the User Agency of the fee Page 2 of 8 LVFD IS Services Agreement 2010.doc 8/3/2009 that will be charged during the subsequent year for the services identified in the Appendix. 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional. services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. E. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, . fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the 180 agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. F. INDEMNIFICATION/PROMISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrpngful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non - performance of this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User. Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). Page 3 of 8 LVFD IS Services Agreement 2010.doc 8/3/2009 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any � Y third part'. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter Ask into this Agreement by any representation or statements, oral . or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. • Page 4 of 8 LVFD IS Services Agreement 2010.doc 8/3/2009 K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON - WAIVER The waiver by the User Agency or the City of the breach of any provision of thip Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. M. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. Ask N. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South - 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to Yakima County Fire District #5, Fire Chief, 717 First Ave, PO Box 447, Zillah, WA 98953. O. SEVERA3ILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations hall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. • 2. If any prgvision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which g P Page 5 of 8 LVFD IS Services Agreement 2010.doc 8/3/2009 may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws -of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. • Page 6 of 8 LVFD IS Services Agreement 2010.doc 8/3/2009 CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT 5 R. A. Zais, Jr., City Manager Date: Title: X); Date: 7 a9 ATTEST: City Clerk Contract No. Page 7 of 8 LVFD IS Services Agreement 2010.doc 8/3/2009 APPENDIX A • CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 5) The in -house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. 110 Page 8 of 8 LVFD IS Services Agreement 2010.doc 8/6/2009 DI T- 4(. • CITY OF YAKIMA I NFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES. AGREEMENT (hereinafter "Agreement "), is made and entered into by and between the CITY OF YAICIMA, Washington, a municipal corporation (hereinafter "City "), and YAKIMA COUNTY FIRE PROTECTION DISTRICT # 6, Gleed, a Washington fire protection district, (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and ei}umerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and • WHEREAS, the City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIMA WILL: 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades • of the operating system or software and excluding emergency operational requirements. 411 Page 1 of 8 GLFD IS Services Agreement 2010.doc 8/3/2009 3. Use a reasonable standard of care to insure the security of User Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and/or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system, which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement is January 1, 2010. This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Annual Payment. The User Agency shall be billed during the first quarter of each calendar year for services during year. The User Agency shall pay for each year's billing for services within sixty (60) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2n Street, Yakima, Washington. 2. Prior to October 1 of each year during the term of this Agreement, AI the City shall provide notice in writing to the User Agency of the fee Mir g g Y Page 2 of 8 GLFD IS Services Agreement 2010.doc 8/3/2009 that will be charged during the subsequent year for the services identified in the Appendix. 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. E. LIABILITY OF THE CITY OF YAKIMA The City of Yakima shall not be liable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to . provide or continue to provide the agreed upon seryices due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. . F. INDEMNIFICATION /PROMISE NOT TO SUE 1. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and . agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to the , performance or non- performance of this Agreement. 2. . In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). Page 3 of 8 GLFD IS Services Agreement 2010.doc 8/3/2009 3. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third III partY. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in. this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly . provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima . makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the. User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. Page 4 of 8 GLFD IS Services Agreement 2010.doc 8/3/2009 • K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON WAIVER The waiver by the User Agency or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. M. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. N. WRITTEN NOTICE i All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. , Notices to the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to Yakima County Fire District #6, Fire Chief, 81 N. Gleed Road, Yakima, WA 98908. O. SEVERA3ILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole . or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations hall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any ® statutory provision of the State of Washington, that provision which Page 5 of 8 GLFD IS Services Agreement 2010.doc 8/3/2009 may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. it AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. S. RECORDING OF AGREEMENT 411 A copy of this Agreement shall be recorded with the Yakima County Auditor. Page 6 of 8 GLFD IS Services Agreement 2010.doc 8/3/2009 CITY OF YAIKIIVIA YAICIMA COUNTY FIRE DISTRICT 6 --P— R. A. Zais, Jr., City Manager Date: Title: Date: — ATTEST: City Clerk Contract No. Page 7 of 8 GLFD IS Services Agreement 2010.doc 8/3/2009 APPENDIX A CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair or parts replacement. 5) The in -house resources . necessary to ensure the system continues to operate within the limitations set forth by the system providers. I I Page 8 of 8 GLFD IS Services Agreement 2010.doc 8/6/2009 .0 1.57 4 ' (2 CITY OF YAKIMA • INFORMATION SYSTEMS SERVICES AGREEMENT THIS INFORMATION SYSTEMS SERVICES AGREEMENT (hereinafter "Agreement "), i$ made and entered into by and between the CITY OF YAKIMA, Washington, a municipal corporation (hereinafter "City "), and YAKIMA COUNTY FIRE 'PROTECTION DISTRICT # 12, West Valley, a Washington fire protection district, (hereinafter the "User Agency "). The purpose of this Agreement is to define the scope of services contracted by the User Agency from the City, set forth the compensation to be paid by the User Agency for such services, and et umerate other related provisions that contribute to the mutual benefit of the parties to this Agreement. WITNESSETH WHEREAS, the User Agency desires Information Systems Services as described in the Appendix to this Agreement; and WHEREAS, the 'City of Yakima possesses the necessary resources to provide the Information Systems Services to the extent described in this Agreement and is willing to do so according to the terms and conditions contained herein; NOW, THEREFORE, in consideration of mutual promises contained herein and the mutual benefits to be derived hereunder, the parties agree as follows: A. THE CITY OF YAKIMA WILL: 1. Implement and maintain the services described in the Appendix to this Agreement. 2. Give the User Agency at least seven (7) days' advance written notice of any change in operation, computer hardware, or software that may foreseeably adversely affect the User Agency, excluding normal upgrades of the operating system or software and excluding emergency operational requirements. Page 1 of 8 WVFD IS Services Agreement 2010.doc 8/3/2009 3. Use a reasonable standard of care to insure the security of User Agency data, which shall be no less than the precautions the City of Yakima uses to protect its own confidential information. B. THE USER AGENCY WILL: 1. Provide and maintain any additional computer hardware and/or software necessary for the operation the system(s) described in the Appendix beyond the hardware explicitly provided by the City of Yakima pursuant to this Agreement. All such equipment and/or software must be approved by the City of Yakima prior to connection to the system; which approval will not be unreasonably withheld. 2. Provide any hardware deemed necessary by the City of Yakima to protect the City of Yakima's computer equipment from potential damage caused by the User Agency's hardware. 3. Provide security for criminal record information and/or private, personal, or confidential information contained in the services being provided. C. EFFECTIVE DATE & TERMINATION 1. The effective date of this Agreement is January 1, 2010. This Agreement shall continue in duration until terminated by either party in accordance with Section C(2) of this Agreement. 2. This Agreement may be terminated by either party, with or without cause, by giving written notice to the other party at least sixty (60) days in advance of the intended date of termination. D. CHARGES & BILLING 1. Annual Payment. The User Agency shall be billed during the first quarter of each calendar year for services during year. The User Agency shall pay for each year's billing for services within sixty (60) days after billing by Yakima. Payment shall be made to Yakima City Treasurer, 129 North 2n Street, Yakima, Washington. 2. Prior to October P of each year during the term of this Agreement, the City shall provide notice in writing to the User Agency of the fee Page 2 of 8 WVFD IS Services Agreement 2010.doc 8/3/2009 that will be charged during the subsequent year for the services identified in the Appendix. 3. The User Agency may request additional services beyond those described in the Appendix. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. E. LIABILITY OF. THE CITY OF YAKIMA The City of Yakima shall not be Iiable to the User Agency, its elected officials, officers, employees, and agents for failure to provide, or delays in providing, services herein, if due to any cause beyond the City of Yakima's control, such as, but not limited to, power outage, fire, water, energy shortages, failure of its communications or computer hardware or operating system, natural disaster, or inability to provide or continue to provide the agreed upon services due to a court ruling or other legal action adverse to the City of Yakima or this Agreement. F. INDEMNIFICATION/PROMISE NOT TO SUE I. The User Agency agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the sole negligence or intentionally wrongful acts or omissions of the User Agency, its elected officials, officers, employees, and agents in connection with or incidental to . the performance or non - performance of this Agreement. 2. In the event that the officials, officers, agents, and/or employees of both the City and the User Agency are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses • (including reasonable attorney's fees). Page 3 of 8 WVFD IS Services Agreement 2010.doc 8/3/2009 3. Nothing contained in this Section or this Agreement shall be . construed to create a liability or right of indemnification in any third party. G. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. In the event the User Agency issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for the User Agency's internal purposes only and any and all items and conditions contained therein, whether printed or written, shall be of no force or effect. Except as herein expressly provided to the contrary, the provisions of this Agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. H. REPRESENTATIONS & WARRANTIES 1. The User Agency acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or. • written, not expressly contained herein or expressly incorporated by reference. 2. The City of Yakima makes no representations, warranties, or guaranties, express or implied, other than the express representations, warranties, and guaranties contained in this Agreement. I. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the User Agency. J. ASSIGNMENT This Agreement may not be assigned by either party hereto without the prior written consent of the other party. 0 Page 4 of 8 WVFD IS Services Agreement 2010.doc 8/3/2009 110 K. TIME IS OF THE ESSENCE Time and the punctual performance of each and all of the terms, provisions, and conditions of this Agreement are of the essence. L. NON - WAIVER The waiver by the User Agency or the City of the breach of any provision of thip Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. M. SURVIVAL Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. N. WRITTEN NOTICE All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date of when mailed or personally delivered. Notices to . the City of Yakima shall be delivered to the Yakima Communications Manager at 200 South 3rd Street, Yakima, Washington 98901 and notices to the User Agency shall be delivered to Yakima County Fire District #12, Fire Chief, 10000 Z er Road, Yakima, WA 98908. O. SEVERAI3ILITY 1. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations hall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. 2. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which Page 5 of 8 WVFD IS Services Agreement 2010.doc 8/3/ 2009 may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be . deemed modified to conform to such 411) statutory provision. P. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws -of the State of Washington. Q. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. R. AUTHORITY The person executing this Agreement on behalf of the User Agency represents and warrants that he or she has been fully authorized by the governing body of the User Agency to execute this Agreement on its behalf and to legally bind the User Agency to all the terms, performances and provisions of this Agreement. 110 S. RECORDING OF AGREEMENT A copy of this Agreement shall be recorded with the Yakima County Auditor. 0 Page 6 of 8 WVFD IS Services Agreement 2010.doc 8/3/2009 CITY OF YAKIMA YAKIMA COUNTY FIRE DISTRICT 12 R. A. Zais, Jr., City Manager Date: Title: Date: ATTEST: City Clerk Contract No. • Page 7 of 8 WVFD IS Services Agreement 2010.doc 8/3/2009 . APPENDIX A S CITY OF YAKIMA INFORMATION SYSTEMS SERVICES AGREEMENT Mobile Data System Including; Mobile Client, AVL and Mapping The City of Yakima shall provide: 1) An interface to the Computer Aided Dispatch System (CAD) to transfer the incident data from CAD to the Mobile Data Radio system. 2) An agreement with Hitech Systems, Inc for maintenance of the Interface. 3) Licenses for Mobile Client, AVL and Mapping. 4) Annual Technical Services to ensure User Agency's equipment operates within the parameters of the system providers. Does not include equipment repair of parts replacement. 5) The in- house resources necessary to ensure the system continues to operate within the limitations set forth by the system providers. 0 S Page 8 of 8 WVFD IS Services Agreement 2010.doc 8/6/2009