HomeMy WebLinkAboutCity of Toppenish - Information Systems Services Agreement 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 the CITY OF
TOPPENISH, Washington, a Washington municipal corporation (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.
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.
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
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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 will be the date the Agreement is
fully executed by both parties. 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. For the first year of this Agreement, the fees for the Information Systems
Services shall be in accordance with the attached Appendix, subparts A &
B.
2. Prior to October 1St of each year during the term of this Agreement, the
City shall provide notice in writing to the User Agency of the fee that will
be charged during the subsequent year for the services identified in the
Appendix. Fees will be billed on January 1St. The User Agency's fee will
equal the number of the User Agency's reporting stations multiplied by
the result of the following equation:
(Direct Costs + Administrative Fees) / Total Number of Reporting
Stations of All Participating Agencies.
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
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•
be reduced to writing in a document signed by the parties. This document
shall be made an addendum to this Agreement.
4. The User Agency will pay the full amount of the City's invoice within
thirty (30) days of receipt. In the event that either party terminates this
Agreement under Section C(2), the City shall be compensated on a pro -
rata basis for all services provided to the User Agency under this
Agreement up to the effective termination date.
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 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).
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
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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.
L 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.
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.
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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
Toppenish Fire Department, Public Safety Director, 514 W. 2nd Ave., Toppenish, WA
98948
O. 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.
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
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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.
CITY OF YAKIMA CITY OF TOPPENISH
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R. A. Zais, Jr., City Manager
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ATTEST:
City Clerk
City Contract No. 97
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APPENDIX
CITY OF YAKIMA
INFORMATION SYSTEMS SERVICES AGREEMENT
Emergency Reporting Systems
Fire Records System
A. 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 ERS records system.
2) An agreement with Hitech Systems, Inc and Emergency Reporting Systems for
maintenance of the Interface.
3) An Escrow account to contain the software associated with the RSI Fire Records
system.
4) The in -house resources necessary to ensure the system continues to operate within the
limitations set forth by the system providers.
In consideration of these services the City shall receive compensation in the following amounts:
B. Primary Participating Agencies:
Year One of the Agreement: (To be billed January 1, 2005)
Fire District # 2, Selah $2361.11
Fire District # 4, East Valley $2361.11
Fire District # 5, Lower Valley $2361.11
Fire District # 12, West Valley $2361.11
Union Gap Fire Department $2361.11
Subsequent years shall be determined in accordance with Section D (2) of this
Agreement.
C. Additional Participating User Agencies:
Additional User Agencies that wish to enter into an Agreement with the City of Yakima
for Emergency Reporting Systems Fire Records Interface will be billed based on the
following schedule for the First Year of the Agreement:
Number of Incidents per Year First Year of Agreement
1 -100 $50
101 -500 $ 100
501 -1000 $150
Above 1000 $200
Subsequent years shall be determined in accordance with Section D (2) of this Agreement.
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