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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 rw W -M U e 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 -1- 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. -2- I •ff=:'�i ~tr 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 -3- 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 -4- �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 -5- , r ;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: -6- 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