HomeMy WebLinkAbout1231 ResolutionRESOLUTION NO, 1231
WHEREAS, the City of Pasco and Seafirst Computer Services Corporation
wish to enter into an agreement relating to the purchase of Data
Processing Payroll Services, NOW, THEREFORE;
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF PASCO:
That the City Council does approve the attached agreement, an
original of which is attached hereto and by this reference is incorporated
herein, and authorizes the Mayor and City Clerk of the City of Pasco to
execute said agreement with Seafirst Computer Services Corporation.
PASSED by the City Council of the City of Pasco this 16 day
of January , 1979.
4tA
4 1s, City C erk
APP OV ED AS TO FORM:
Den is J. De FeU ice, City Attorney
Bi' .6:i ins, ayor Pro -Tem
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Inierurbin..�%a. Su.•�r �ca�. 1�'ashir,_ion YSIh I'un) j c_-nidrl
AGREEMENT FOR DATA PROCESSING SERVICES
This Agreement for Data Processing Services is made
between SEAFIRST COMPUTER SERVICES CORP. ("SCS") and the
undersigned "Customer
IT IS HEREBY AGREED that SCS shall.provide and
Customer shall purchase from SCS the data processing services
described in Schedule l attached hereto subject to the
following terms and conditions:
1. Term of Agreement.
This Agreement shall become effective on the date
that it is accepted by SCS and shall continue in force until
terminated by either Customer or SCS as provided in this
section. During.the term of this agreement, the cost of the
services as specified in Schedule 1 will be guaranteed
through December 31, 1979. Customer may terminate this
agreement after December 31, 1979, for any reason, by
giving SCS at least 90 days prior written notice of
termination. SCS may terminate this Agreement after
December 31, 1979, for any reason, by giving Customer at
least 6 months prior written notice of termination, except
that SCS may terminate this Agreement for nonpayment of
amounts due by giving Customer at least 10 days prior
written notice after billings are payable. In the event of
termination by either party, SCS shall be entitled to
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01
ST CC.'nPUTHR SERVICES CORPORAT/ON
compensation for all services provided Customer prior to
expiration of the termination notice period, and the Customer
shall be entitled to service as contracted through the
termination notice period.
2. Compensation; Exoenses..
A. Customer shall pay SCS the fees and charges
specified in Schedule 1.
B. A11 expenses of transporting Customer's data
to SCS and from SCS to Customer. not specifically covered
in Schedule 1, shall be borne by Customer.
C. In addition to the fees and charges specified
in Schedule 1, Customer shall pay or reimburse SCS for any
special services or expenses which are outside the.scope of
SCS' undertaking and which are rendered or incurred at
Customer's request, or as the result of Customer error.
SCS, when possible, will notify Customer in advance of the
amount.of Customer's liability for such services or expenszs.
D. Customer shall also pay any federal, state,
county or municipal taxes which become due as.a result of
the sale of data processing services pursuant to this
Agreement, other than income or Business and Occupation
taxes payable by SCS.
E. Customer will be billed monthly for services
rendered and such bills shall be payable within 30 days
after,receipt. Interest at the maximum legal rate will be
charged on the unpaid balance of accounts which are more
than 30 days past due.
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COrr1PUT�h �E.RV/CcSCC,YPOfJ�T/O/Y
3. Confidentiality.
All nonpublic data and information relating to
Customer's business which is provided SCS by Customer in
connection with this Agreement shall be treated as
confidential by SCS and without Customer's permission will
not be disclosed to any other person. However, unless
otherwise expressly agreed in writing, SCS shall rot be
required to treat as confidential any data processing ideas,
concepts or techniques developed in connection with this
Agreement by SCS or jointly by SCS and Customer,.and SCS
shall be entitled to use such ideas, concepts and techniques
in any way it deems appropriate.
4. Rights in Data and Material.
All data, files, records, documents, received from
the Customer or prepared specifically for Customer pursuant
to this Agreement shall belong exclusively to Customer.
Any material which was in SCS' possession prior to
commencement of the term of this Agreement or the
preparation or development of which by SCS is unrelated to
this agreement or which is obtained by SCS from third
parties shall belong exclusively to SCS whether or not
utilized in connection with this Agreement.
Nothing contained herein snail prevent SCS from:
preparing or developing materials 4�'i11Ch ...ay be similar to
materials prepared or developed for Customer.
S. Duties and Responsibilities.
A. Customer shall furnish SCS with all data and
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T CCS. `PUTER S.Fn ✓/CIES CCRFCr7:,Tlaiv
records necessary for SCS to.perform the data processing
services called for by this Agreement.' All such data and
records shall be legible, correct and in the form prescribed
by SCS. SCS reserves the right to reject any source
information media substituted by Customer and to impose an
additional charge as specified by SCS for conversion of any
such substituted media which is acceptable to SCS. SCS
agrees to provide the necessary technical and advisory
services to Customer to assist in preparation of material
for submission to SCS. Such services shall co�-,unence on the
effective date of this Agreement and shall continue during
its entire term, provided that the method and.time for
providing such services shall be mutually agreeable.
B. SCS shall have no responsibility for the
evaluation or interpretation of material developed as the
result of the performance of data processing services for
Customer, and SCS shall have no responsibility for making
rec_omnendations based on such material.
C. Unless otherwise agreed in writing, SCS shall
not be responsible for any of Customer's input or output
data for more than 30 days from the date of processing such
data. mutually satisfactory arrangements for retention and/
or transference of data shall be entered into before
implementation of each application.
D. SCS and Customer shall agree upon a schedule
for submission of data by Customer to SCS and the processing
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�CGMFUTc'A S.FR VICES CCRP OR—,, TION
of such data by SCS. SCS shall be responsible for performing
the data processing as scheduled. In the event that Customer
fails to provide SCS with data as scheduled, SCS may extend,..
as necessary, the time for completion of processing of such
data. If it is necessary for Customer to deliver data to
SCS from multiple locations, SCS shall not be obligated to
commence processing such data until all data from all such
locations has been delivered to SCS.
6. Liability.
Customer agrees that SCS' liability, if any, arising
out of or related to performance of data processing services
for Customer shall be limited to general money damages,
together with reasonable attorney's fees, incurred by the
Customer as a direct and proximate result of SCS' failure of
performance hereunder. It is agreed that general damages
hereunder shall include the cost incurred by the Customer .in:.
replacing any source documents, data, services, programs,
reports or other computer output furnished by SCS under this
agreement.
7. Miscellaneous.
A. This Agreement shall be construed and enforced
in accordance with the laws of the State of Washington.
B. All notices provided for in this Agreement.
shall be deemed given when delivered personally or when
deposited in the United States mail, postage prepaid,
addressed to SCS or Customer at their respective addresses
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;RS CG,'.,IPUTC/7 SERVICES CCRPGR::TIDN
set forth
at the
conclusion
of this Agreement
or such
other
address as
either
party from
time to time may
specify
in
writing to the other.
C. The terms and conditions of this Agreement
shall apply to the services specified on Schedule'l on the
date hereof and as subsequently amended.or supplemented and,
where not inconsistent, to any other data processing
services provided by SCS to Customer during the term hereof.
8. Special Provisions.
This Agreement shall be. subject to the following
special provisions which shall supersede any other
conflicting provisions of this Agreeri.ent:
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I. An on the site pre installation interview for the personnel that are
responsible for the payroll.
2. Assistance in the intial set up of employees for payroll and coding of
payroll options.
3. A detailed review of the reports delivered with the first payroll.
4. Any additional on site training sessions are to be scheduled on an as
needed bases.
4` : 'OiAF/RST COMPUTER SERV/CES CORPORAT/O/V
ATTACHMENT 'I
1.
S.C.S. agrees to include the data entry support in the cost of the governmental
payroll as noted in our proposal dated 10-16-78.
This is for a period of one
year or when it is mutually agreed more feasible for City of Pasco to take over
this function.
2.
The Governmental Payroll for City of Pasco will be processed on a bi-weekly
schedule. The general frame
work for the schedule is as follows:
The week the checks are to be delivered to City of Pasco, the input
(time records and adjustments) is to be
delivered to S.F.N.B. Pasco by
4:00 P.M. Monday.. The payroll is to be processed by S.C.S.
and returned
to Pasco Airport by 3:00 P.M. Thursday. This is subject to mutual agreed
changes resulting from flight schedule
changes, holidays, and etc.
3.
This contract is providing for the Governmental Payroll Service that is.
described in the proposal to City Pasco
of dated 10-16-78
4.
Installation Support: A S.C.S. Customer Service Representative will be
assigned to The City of Pasco
with primary responsibility for the sucessfull
instalation of the Governmental Payroll at City Pasco
of and training of City
of Pasco employees in the use of the payroll. Typically this support
includes.
I. An on the site pre installation interview for the personnel that are
responsible for the payroll.
2. Assistance in the intial set up of employees for payroll and coding of
payroll options.
3. A detailed review of the reports delivered with the first payroll.
4. Any additional on site training sessions are to be scheduled on an as
needed bases.
THIS AGREEMENT IS ENTERED INTO THIS 15 DAY OF Januar
1979, IN FRANKLIN COUNTY, WASHINGTON.
ACCEPTED BY:
SEAFIRST COMPUTER SERVICES CORPORATION
Jack Olson
Its
President
Mailing Address:
13028 Interurban.Avenue South
Seattle, WA 98168
Date:
STATE OF WASHINGTON)
.ss.
County of Franklin )
CITY OF PASCO
'h
ATTT: /f /
Evelyn Wells, City Clerk
APP OVED AS TO FORM:
/ I I & Z4L'r---
Dennis J. De e i e, City Attorn
On this day of , 1979, before me, the
undersigned, a Notary Public in and for the State of Washington, duly
commissioned and sworn, personally appeared ,
of SEAFIRST Computer Services. Corporation,
the corporation that executed the foregoing instrument and acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, and on oath
stated that they are authorized to execute the said instrument and that
the seal affixed (if any) is the corporate seal of said corporation.
Witness my hand and official seal hereto affixed the day.and year
first above written.
Notary Public in and for the State of
Wasingto.n, residing at
STATE OF WASHINGTON)
ss'
County of Franklin
On this day of 1979, be -fore me the
-
undersigned, a Notary PubWt.. in and State of Vlashington,
duly commissioned and sworn, personally appeared Bi.11-Wi-l-kihs and
Evelyn Wells, to me known to be the Mayor and City Clerk, respectively,,
of the City of Pasco, a municipal corporation, the corporation that
executed the foregoing instrument and acknowledged the said instrument
to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that they are
authorized to execute the said instrument and that the seal affixed
(if any) is the corporate seal of said corporation.
Witness my hand and official seal hereto affixed the day and year
first above writ -L. -en..
N o t a ryy Pu 04 c,/ -I an or the -'S a -e of
Washington, residing at