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HomeMy WebLinkAboutR-1990-D5770 Interlocal Cooperative Lease• • • • • RESOLUTION NO. D5770 A RESOLUTION authorizing the execution of an "Inter- local Cooperative Lease and Purchase Agreement" with the Washington State Department of Informa- tion Services. WHEREAS, by Resolution D-5729, dated April 17, 1990, the City Council authorized the execution of a "Intergovernmental Cooperative Purchase Agreement" with the Washington State Department of Information Services (DIS) for the purchase of computer goods and services; and WHEREAS, DIS refuses to sign said agreement and wishes to substitute its own agreement which is broader in authority [coN.-ering purchases, as well as leases, of data processing goods and services]; and WHEREAS, the Cit): Council deems it to be in the best interest of the City of Yakima to repeal Resolution D-5729 and authr,rize the execution of an "Interlocal Cooperative Lease and Purchase Agreement" with DIS, now, therefore, BF 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 an "Interlocal Cooperative Lease and Purchase Agreement" with the Washington State Department of Information SNstems, a true copy of which is attached hereto and incorporated herein by reference. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA. Resolution No. D-5729 is hereby repealed. ADOPTED BY THE CITY COUNCIL this 2__Co day of 1990. ATTEST. C City Clerk (res'iclpa) Mayor DEPARTMENT OF INFORMATION SERVICES CUSTOMER SERVICE AGREEMENT CONTRACT NUMBER D030-0 THIS AGREEMENT is made and entered into this lig day of , 19 `i 0 by and between the Department of Information Services, located at 1110 S.E. Jefferson Street, MS: PC -11, Olympia, Washington, 98504, referred to in this agreement as "DIS" and YAK I MA CITY referred to here as the "Customer." The Department of Information Services (DIS) is authorized under RCW 43.105 to provide information services. This Customer Services Agreement (CSA) is the interagency agreement under which DIS provides services to the Customer. The CSA describes the general terms and conditions applicable to any service provided by DIS. DIS services will be provided according to an order supplement signed by the Customer and DIS under the general terms of this Agreement. Order supplements will be provided by the DIS service provider and differ depending upon the service offering. Each order supplement will include the nature of the specific services to be provided, the term, the cost of such services from the then -current rate schedule, and any other terms and conditions applicable to that service. For programming and consulting services, the order supplement will include a specific Statement of Work to be performed. The Statement of Work shall be used to define the Customer information services work to be performed by the DIS. All order supplements are incorporated as addenda to this Customer Service Agreement. The parties agree as follows: 1 . CUSTOMER PAYMENT OF SERVICE CHARGES SERVICE CHARGES - Charges for services provided by DIS will be based on the current published DIS rate schedule, plus the cost of all materials related to providing the services, as described in the order supplement. Rate schedules are subject to change. The current published rate schedule supersedes and replaces all previous published rate schedules. ESTIMATES - DIS can provide, upon Customer request, an estimated cost for services (service estimate order supplement). The estimate is not a guaranteed cost. The Customer agrees to pay actual use charges, whether or not the scope of effort is completed within the estimated period. DIS agrees to notify Customer as soon as possible when and if the estimated total will be exceeded, and Customer may terminate the service estimate order supplement, paying only for effort expended at that time. All other order supplements are terminated in accordance with section three, TERMINATION. TAXES - The amounts payable for services under this Agreement, generally, do not include any amount for taxes. If DIS is required to pay sales or use tax in order to provide the service, such taxes will be added to Customer charges. PAYMENT - DIS will send Customer a monthly invoice detailing charges for any services rendered by DIS during the preceding month. Payment is due upon receipt of invoice by Customer and becomes in default 30 days thereafter. Page 1 of 4 Contracts Office 1110 SE Jefferson Street Mail Stop PC -11 Olympia, WA 98504-8111 Telephone (206) 586-1799 or 586-4917 A late payment charge may be applied against any remaining balance 60 days after date of the invoice. Late payment charge, if any, will be imposed on the unpaid balance at a periodic rate not to exceed the monthly interest rate paid by the state treasurer. Agreements with balances more than 90 days past due can be terminated under the TERMINATION provision of this Agreement. Amounts under dispute/appeal by Customer are not subject to a late payment charge. 2. TERM OF THE CUSTOMER SERVICE AGREEMENT This Agreement is effective on the date of acceptance by Customer and remains in full force and effect until terminated by either party in accordance with the TERMINATION provision. 3. TERMINATION ELECTIVE TERMINATION - Either Customer or DIS may terminate this Agreement or any work covered by an order supplement with 90 days written notice to the other party. TERMINATION FOR CAUSE - If for any cause, Customer or IDIS does not fulfill in a timely and proper manner its performance obligations under this Agreement, or if either party violates any of these terms and conditions or warranties, then the aggrieved party will give the other party written notice of such failure or violation. The responsible party will correct the violation or failure within 15 working days. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party to the other party. Upon termination of this Agreement, Customer will pay any charges for services which may be due. TERMINATION OF AN ORDER SUPPLEMENT - Services specified in the order supplement may be terminated by either party for the reasons and in the manner outlined above. 4. LIMITATIONS OFLIABILITIES /REMEDIES The Customer and DIS agree that the following remedies and limitations of liability will apply to the services provided under this Customer Service Agreement, unless otherwise agreed by the parties. NONCONFORMING INFORMATION SERVICES - For any information services which fail to conform to the agreed upon terms and conditions and are caused solely by the negligence of DIS, there will be no charge for the services in question. If both parties are negligent, the parties agree to apportion 1:he damage attributed to its actions. Customer will be solely responsible for any damages caused in whole or in part by inaccurate or inadequate input data, programs, or software furnished by Customer to DIS. LOSS OR DAMAGE TO CUSTOMER SUPPLIED DATA - For any loss or damage to Customer supplied data or programs due to negligence on the part of DIS employees, DIS' liability for such loss and damage shall be limited to the replacement or regeneration of lost or damaged data from Customer's supporting material. Customer will retain sufficient supporting material, as specified in the order supplement, to enable DIS to regenerate card, tape, or disc files, printer 4 Page z of output, or any other data furnished to DIS by Customer. EQUIPMENT DAMAGE - For any equipment damaged as the result of negligence by either party, that party will be obligated to repair or replace that equipment. If both parties are negligent, parties will agree to apportion the damage attributed to its actions. APPLICATION PROGRAMS/SYSTEMS - Computer application programs/systems furnished to Customer by DIS at no charge to Customer are furnished on an "as is" basis with no representations regarding its use or results. DAMAGES - Neither DIS nor Customer will seek damages, either direct or consequential, against each other in addition to the remedies stated herein. 5. THIRD -PARTY CLAIMS Customer and DIS agree that in the event DIS is found liable for damages to third parties as a result of the performance of services under this Agreement, Customer and DIS will be financially responsible for the portion of damages attributable to its own acts and responsibilities under this Agreement. 6. DISPUTES/RIGHTS OF APPEAL NOTICE - Customer will promptly notify DIS of disputes regarding invoices, or of services which Customer believes do not conform with the agreed upon terms of this Agreement or an order supplement within 30 days of receipt of invoice or performance of services. Failure to object and give written notice within 30 days after receipt of invoice or performance of services constitutes a waiver of any objection to services or disputes about payment. DISPUTE RESOLUTION - Questions of fact arising from this Agreement which cannot be resolved by Customer and DIS will be resolved according to the Information Services Board Policy and Procedure for Dispute Resolution. The parties agree to proceed diligently with the performance of services requested under any order supplement while any dispute is pending. Neither DIS nor Customer will sue the other for claims arising from disputes concerning payment. This shall not preclude, however, DIS from pursuing collection actions if necessary to recover charges for services. 7. CUSTOMER DATA. RECORDS AND SECURITY Any records, documents, or other property of Customer, in any medium, which are furnished by Customer to DIS, will remain the property of Customer unless otherwise agreed. DIS will not disclose or make available this material to any third parties without authorization by Customer. All public records requests regarding Customer material will be referred to Customer for response. Customer will reimburse DIS for any fees assessed to comply with Public Records Act under RCW 42.17. DIS will utilize reasonable security procedures and projections to assure that Customer material is not disclosed to third parties. 8. MISCELLANEOUS ASSIGNMENT - This Agreement may not be assigned by either party without the written Page 3 of 4 consent of the parties. WAIVER - If a breach of a provision is waived for a particular transaction or occurrence, it does not mean that the same breach will be waived for a subsequent similar transaction or occurrence. SEVERABILITY - If any term or condition of this Agreement or application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. NOTICES - All notices and communications which may be required by this Agreement shall be in writing and sent (if to the DIS) to: And if to the Customer to: Department of Information Services 1110 S.E. Jefferson Street, MS: PC -11 Olympia, Washington 98504-81111 Attention: Contracts Office City of Yakima,. Purchasing; Division Attn: Jean Reid, Purchasing Agent 129 North 2nd Street Yakima, Wa 98901 AMENDMENTS/MODIFICATIONS - This Agreement may be modified or amended by the mutual written consent of the parties. Terms and conditions specified in an amendment will have precedence over the terms and conditions specified in this parent Agreement. ORGANIZATION CHANGES - In the event Customer changes, within its organization, any facet of business which concerns this Agreement, Customer will notify DIS in writing within 30 days. CONFLICTS - In the case of a conflict between this Agreement and order supplements issued for business covered by the terms and conditions hereunder, the terms of this Agreement will prevail. 9. ACCEPTANCE The parties acknowledge that they have read, understand and agree to this Agreement, including any supplements or attachments. The parties further agree that this Agreement constitutes the entire agreement between them and supersedes all other communications (written or oral) related to the subject matter of this Agreement. DEMITMENT OF INFORMATION SERVICES SIGNATURE SIGNATURE Deputy Director, DIS TITLE TITLE \cict February 26, 1330 DATE DATE (DIS 010-034) Page 4 of 4 _ AGREEMENT NUMBER 90 -INT -126 INTERLOCAL COOPERATIVE LEASE AND PURCHASE AGREEMENT Pursuant to Chapter 39.34 RCW and to other provisions of law, the State of Washington, Department of Information Services, and the following named municipal corporation, political subdivision, or other public agency of the State of Washington, City of Yakima , hereinafter called the "Political Subdivision," hereby agree to cooperative governmental leasing and purchasing upon the following terms and conditions. 1. The Department of Information Services, in contracting for the lease and purchase of data processing goods and services for the State of Washington, agrees to contract also on behalf of the political subdivision, to the extent permitted by law and agreed upon by the parties. 2. The Department of Information Services will contract for the lease and purchase of data processing goods and services according to the laws and regulations governing leases and purchases by and on behalf of the Department of Information Services, Chapter 43.105 RCW. The political subdivision accepts responsibility for compliance with any additional or varying laws and regulations governing leases and purchases by or on behalf of the political subdivision in question. 3. Whenever the Department of Information Services has contracted to lease or purchase data processing goods or services on behalf of (a) political subdivisions in general, or (b) a class of political subdivisions which includes the undersigned political subdivision, or (c) the specific political subdivision undersigned, the political subdivision may lease or purchase goods and services covered by the contract on the same terms and conditions as the State of Washington. Such a lease or purchase by the political subdivision may be effectod by a purchase order directed by the political subdivision to the vendor or other party contracting to furnish data processing goods or services to the state. The Department of Information Services accepts no responsibility for the performance of any lease or purchasing contraets by the vendor and the Department of Information Services accepts no responsibility for tlho pa ,morn+ o tho lease or purchase price by the political subdivision. 4. The political subdivision reserves the right to contract independently for the lease or purchase of any particular class of data processing goods or services, with or without notice to the Department of Information Services. 5. Any administrative fee cited in state master contracts will be charged to the political subdivision utilizing that contract. 6. The Department of Information Services reserves the right to exclude the undersigned political subdivision, or any class containing the undersigned political subdivision, or political subdivisions in general, from any particular data processing lease or purchasing contract, with or without notice to the political subdivision. 7. This Agreement shall continue in force until cancelled by either party, which cancellation may be effected with or without notice to the other party. 8. This Agreement is for state contracts entered into by, or under the authority of, the Department of Information Services. 9. CONTACTS: City of Yakima--Ptrrrhsin0 Political Subdivision 129 N. Second Street Address Yakima, WA 98901 City 10. Zip Code scan 278-6093 Phone IGNATURE - ' •Lr ICAL SUBDIVISION Fredrick C. Stouder, Asst. TYPE OR PRINT NAME June 6, 1990 State of Washington Department of Information Services Management Support Division Contracts Office MS: PC -11 1110 S.E. Jefferson Street Olympia, Washington 98504-8111 Phone (206) 586-4917 or 586-1799 City Manager Jeanette Sevedge-App DATE 1110 SE Jefferson Sit 5770 DIS CONTRACT ADMINISTRATOR March 20, 1990 DATE Contracts Office it Stop PC -11 Olympia, WA 98504-8111 `1 .sephone (206) 586-1799 or 586-4917