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