HomeMy WebLinkAbouteCityGov Alliance - interlocal joint purchasing b
INTERLOCAL JOINT PURCHASING AGREEMENT
eCityGov Alliance Partners and Subscribers
THIS INTERLOCAL JOINT PURCHASING AGREEMENT ("Agreement") is by and
between the jurisdictions who have executed this Agreement and filed such Agreement as
required by Section 9 below, all public agencies under the laws of the State of Washington„
WITNESSETH:
WHEREAS, the Interlocal Cooperation Act, as amended, and codified in Chapter 39.34 of
the Revised Code of Washington provides for interlocal cooperation between governmental
agencies; and
WHEREAS, pursuant to the Interlocal Cooperation Act,the following jurisdictions are
"Partners" under that certain INTERLOCAL AGREEMENT ESTABLISHING ECITYGOV
ALLIANCE dated July 15, 2005, as amended by, November 30, 2007, (the "Alliance Interlocal"):
by the cities of Bellevue, Bothell Issaquah, Kenmore, Kirkland, Mercer Island, Sammamish,
Snoqualmie and Woodinville, which Alliance Interlocal created the eCityGov Alliance (the
"Alliance")to pursue efficiencies in delivering services, sharing services, purchasing and
contracting, and creating economies of scale; and
WHEREAS, the Partner jurisdictions may participate in mutual joint purchasing and
property disposition pursuant to the terms of the Alliance Interlocal; and
WHEREAS, certain other jurisdictions may become"Subscribers"to the services
provided by the Alliance, but are not Partners or signatories to the Alliance Interlocal; and
WHEREAS, it is the intent of the parties hereto to allow for mutual cooperative
purchasing activities as further allowed herein by and among current and future Partners to the
Alliance Interlocal and current and future Subscribers to the Alliance services; and
WHEREAS, it is the intent of the parties hereto that such mutual cooperation shall extend
to any future Subscriber or Partner, so long as such future Subscriber or Partner also executes
this Agreement,without need for an amendment to this Agreement executed by all existing
parties; and
WHEREAS, the parties desire to utilize each other's procurement agreements when it is
in their mutual interest;
NOW, THEREFORE, the parties agree as follows:
1. PURPOSE. The purpose of this Agreement is to acknowledge the parties' mutual
interest to jointly bid the acquisition of goods and services where such mutual effort
can be planned in advance and to authorize the acquisition of goods and services
and the purchase or acquisition of goods and services under contracts where a price
is extended by either party's bidder to other governmental agencies.
2. ADMINISTRATION: No new or separate legal or administrative entity is created to
administer the provisions of this Agreement.
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3. SCOPE: This Agreement shall allow the following activities:
A. Purchase or acquisition of goods and services by any party acting as agent for
any other party or parties when agreed to in advance, in writing;
B. Purchase or acquisition of goods and services by each party where provision has
been provided in contracts for other governmental agencies to avail themselves
of goods and services offered under the contract and/or where any party's bidder
is willing to extend prices to other governmental agencies.
4. DURATION AGREEMENT_TERMINATION: This Agreement shall remain in force
by and between the parties; provided that any party may cancel the Agreement with
respect to such party in writing, whereafter the Agreement shall be terminated with
respect to such party only.
5. RIGHT TO CONTRACT INDEPENDENT ACTION PRESERVED: Each party
reserves the right to contract independently for the activities set forth in Section 3
without notice to the other party and shall not bind or otherwise obligate the other
party to participate in the activity.
6. COMPLIANCE WITH LEGAL REQUIREMENT; Each party accepts responsibility for
compliance with federal, state or local laws and regulations including, in particular,
bidding requirements applicable to the activities set forth in Section 3.
7. FINANCING: The method of financing of payment shall be through budgeted funds
or other available funds of the party for whose use the property is actually acquired or
disposed. Each party accepts no responsibility for the payment of the acquisition
price of any goods or services intended for use by any other party.
8. FUTURE PARTIES: Future Subscribers to Alliance services and future Partners to
the Alliance Interlocal may execute this Agreement in order to participate in the
mutual purchasing activities described in Section 3. Upon such execution and filing
as required in Section 9, this Agreement shall be applicable by and among such
Alliance Subscriber or Partner and all existing parties hereto without the need for
further amendments to this Agreement.
9. FILING: Executed copies of this Agreement shall be filed as required by Section
39.34.040 of the Revised Code of Washington prior to this Agreement becoming
effective. It shall be the responsibility of future Partners or Subscribers pursuant to
Section 8 above to file the Agreement prior to the Agreement becoming effective as
to such future Partner or Subscriber only. In addition, an executed version of this
Agreement shall be provided to the Alliance by each signatory upon execution.
10. INTERLOCAL COOPERATION DISCLOSURE, Each party may insert in its
solicitations for goods a provision disclosing that other authorized governmental
agencies may also wish to procure the goods being offered to the party and allowing
the bidder the option of extending its bid to other agencies at the same bid price,
terms and conditions.
11. NON-DELEGATION/NON-ASSIGNMENT; No party may delegate the performance
of any contractual obligation to a third party, unless mutually agreed in writing. No
party may assign this Agreement without the written consent of the other parties.
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12. HOLD-HARMLESS: Each party shall be liable and responsible for the consequence
of any negligent or wrongful act or failure to act on the part of itself and its
employees. No party assumes responsibility to any other party for the consequences
of any act or omission of any person, firm or corporation not a party to this
Agreement.
13, SEVERABILITY: Any provision of this Agreement that is prohibited or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability, without
invalidating the remaining provision or affecting the validity or enforcement of such
provisions.
APPROVED
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SUBSCRIPTION AGREEMENT
Between
City of Port Townsend
and
eCityGov Alliance
January 11, 2008
Page 1 of 11 January 11, 2008
SUBSCRIPTION AGREEMENT
This Agreement is entered into between the eCityGov Alliance, hereinafter referred to as the
"Alliance", and the City of Port Townsend, hereinafter referred to as the"Subscriber".
WITNESSETH:
WHEREAS, the Alliance was created and duly authorized by the legislative body of each
jurisdiction in accordance with the Interlocal Cooperation Act, Chapter 39.34 RCW; and
WHEREAS, the purpose of the Alliance is to provide a regionally coordinated portal for
the delivery of municipal services via the Internet and to provide a forum for the sharing
of resources in the development and deployment of such services; and
WHEREAS, in keeping with its purpose,the Alliance has created several shared software
applications and related products to deliver public sector services via the Internet; and
WHEREAS the Alliance provides said software applications as a hosted service; and
WHEREAS,the Subscriber wishes to use certain shared software application(s) and
related product(s)to deliver public sector services via the Internet; and
WHEREAS,the Alliance pledges to work cooperatively in maintaining the highest level of
standards for maintenance and operation of the Software Application(s) and related
product(s) on behalf of Partners, Subscribers and users;
WHEREAS, the Alliance is duly authorized to enter into agreements as an independent
entity; and
WHEREAS, it is the desire of the Parties to enter into an agreement for Software and
related product(s)to deliver public sector services via the internet;
NOW THEREFORE,the Parties agree as follows:
I IDENTITY OF PARTIES
1,. Alliance. The Alliance is an agency formed under Chapter 39.34 RCW, the
Interlocal Cooperation Act, to deliver public sector services.
2. Subscriber. The Subscriber is an agency that desires to subscribe to an
Alliance hosted service(s) and/or application(s), and to participate as a non-
voting but active member in the teams supporting that service(s) and/or
application(s).
II PURPOSE
1. The purpose of this Agreement is to provide the terms and conditions under
which the Subscriber will receive hosted services from the Alliance. To
accomplish this purpose, and in consideration of the benefits to be received by
each of the Parties hereto, the Parties agree as follows:
Page 2 of 11 January 11, 2008
III DEFINITIONS
1. "Agreement", "this Agreement", "the Agreement", "hereof', "herein", "hereto",
"hereby", "hereunder" and similar expressions mean this Subscription
Agreement, including all instruments supplementing, amending or confirming this
Agreement. All references to"Articles" or"Sections" mean and refer to the
specified Article or Section of this Agreement.
2. "Application Software", "Application" and/or"Software" means computer
application and related computer code, presented in object code form operating
on Hosting Service hardware. Application Software includes, but is not limited to
computer code, databases, programs and interfaces in executable code form
which have been created or licensed by the Alliance.
1 "Application Team", "Management Committee"and/or"Project Team", means
a team made up of a representative(s)from each Alliance partner and subscriber
city for a particular Software Application. The purpose of the Application Team is
to guide development and management of the Application.
4, "Backend Integration" means that a software application owned and/or licensed
by the Subscriber is linked to the Application Software for the purpose of passing
data between the two systems.
5. "Board" means the Alliance Executive Board, a joint board established pursuant
to the eCityGov Interlocal Agreement executed by the Cities of Bellevue, Bothell,
Issaquah, Kenmore, Kirkland, Mercer Island, Sammamish, Snoqualmie,
Woodinville, and any subsequent agencies that are formally accepted by the
Alliance Executive Board as party to the eCityGov Interlocal Agreement.
6. "Data and Content Management Tool(s)" means the Internet restricted
accessible software application used by the Subscriber to update, change and
manage application content and data.
7. "Effective Date" means the date this Agreement commences.
8. "Hardware" means the computers, application servers, magnetic storage devices
and other related computer hardware owned by the Alliance for the purposes of
providing services and software applications to Alliance partners, subscribers
and the general public.
9. "Hosting Service" means the city and/or business at which Alliance
Application(s), related software and hardware is physically located. The Hosting
Service is also responsible for maintaining the shared portion of the service(s)
and application(s) affected by this Agreement.
10. "Partner(s)" means the governmental jurisdictions that are parties to the
eCityGov Alliance Interlocal Agreement.
11. "Subscriber" means the governmental jurisdiction or other organization that
elects to enter into an agreement with the Alliance to purchase specific hosted
Page 3 of 11 January 11, 2008
Internet software application service(s) on an annual basis. Subscriber status is
further defined by the Alliance By-Laws and the Alliance Interlocal Agreement.
12. "Subscription(s)" means the Internet accessible computer application(s)
identified in Appendix A.
13. "Subscription Liaison(s)" means the Subscriber assigned staff member(s) for
each subscription application.
14. "User" means members of the general public and city staff who use the services
defined herein.
IV APPLICATION SOFTWARE SUBSCRIPTION
1, Subscription. During the term of this Agreement, the Alliance grants the
Subscriber a non-transferable, nonexclusive subscription to use the Application
Software in accordance with the terms and conditions state herein.
2. Application Software License(s). Application Software license(s) are and shall
remain the property of the Alliance or its third-party service providers. The
Subscriber shall have a non-exclusive right to use the Application Software
specified in Appendix A. The Subscriber shall not have taken, or attempt to take,
any right, title or interest therein or permit any third party to take any interest
therein. The Subscriber will not transfer, sell, assign, sublicense, pledge, or
otherwise dispose of, encumber or suffer a lien or encumbrance upon or against
the Application Software or any interest in the Application Software.
3. Application Software and Data. The Subscriber may not move any Application
Software or data from any installed location at the Hosting Service place of
business without the prior written notification and subsequent technical approval
of the Alliance.
4. Hardware and Provision of System and Application Software.
(a) The Alliance shall obtain, install and maintain the necessary hardware,
systems software, and Application Software at the location of the Hosting
Service to provide the appropriate computing platform to deliver the
application services defined in Appendix A.
(b) The Hardware, Systems Software licenses, and Application Software
code and licenses are and shall remain the properly of the Alliance or its
third-party service providers. The Subscriber shall not have taken, or
attempt to take, any right, title or interest therein or permit any third party
to take any interest therein. The Subscriber will not transfer, sell, assign,
sublicense, pledge, or otherwise dispose of, encumber or suffer a lien or
encumbrance upon or against the Hardware or Systems Software or any
interest in the Hardware or Systems Software.
Page 4 of 11 January 11, 2008
V SUBSCRIBER DATA AND DATABASES
1. The Subscriber shall provide applicable data for each Software Application
Subscription to the Alliance in accordance with data specifications in Appendix A.
2. The Subscriber is responsible for updating, changing and maintaining said data
as specified in Appendix A.
3. Each Party shall treat all data and information to which it has access by its
performance under this Agreement as confidential. Unless required to do so by
law, a Party shall not disclose such data or information to a third Party without
specific written consent of the other Party. In the event that one Party receives
notice that a third Party requests divulgence of confidential or otherwise
protected information and/or has served upon it a subpoena or other validly
issued administrative or judicial process ordering divulgence of such information,
the receiving Party shall promptly inform the other Party. This section shall
survive the termination or completion of this Agreement and shall continue in full
force and effect and shall be binding upon all Parties and their agents,
employees, successors, assigns, subcontractors or any Party or entity claiming
an interest in this Agreement.
4. The Alliance will not transfer, sell, assign, sublicense, pledge, or otherwise
dispose of, encumber, or suffer a lien or encumbrance upon or against the
Subscriber data or database or any interest in the Subscriber data or database.
The Alliance will maintain the Subscriber data or database at the Hosted S ervice,
and shall notify Subscriber in writing if the data or database is to be moved from
the Hosted Service. The Alliance shall not be responsible for any damage to, or
loss of, the data, except in cases of gross negligence or wilful misconduct.
VI ACCESS AND USE OF DATA AND CONTENT MANAGEMENT TOOL(S)
1, The Subscriber shall name and authorize certain employees as content
managers for the Software Application(s) specified in Appendix A.
2. It is the responsibility of the Subscriber to authorize and manage opening and
closing user accounts for third party vendors and/or contract employees.
3. The Alliance will manage password protected user accounts for said employees
and vendors. The Alliance will manage only named user accounts. The
Subscription Liaison is responsible for authorizing new user accounts and
ensuring unneeded user accounts are closed in a timely manner.
4. Access to Alliance web-based products is not restricted in anyway, however:
Software Application functionality may be restricted or limited for certain Software
Applications or portions of a Software Application to the citizens of Alliance
partner and subscriber cities. Such restrictions or limitations is depended on the
level of service(s) purchased by the Subscriber and shall be described in
Appendix A.
Page 5 of 11 January 11, 2008
5. An unlimited number of citizens, staff and other customers of the Alliance
product(s) may access and utilize the product(s) via the Internet, except as noted
in the previous section.
VII WARRANTIES
1. Alliance represents and warrants that(a)Alliance has the legal right and
authority to provide the services that are the subject of this Agreement; and (b)
Application Software does not infringe upon any copyright, patent, trademark,
trade secret, or any other intellectual property right of any third Party.
2. No Other Warranty. Other than the express warranties contained above, any
software Subscription provided and all services performed pursuant to this
Agreement are provided and performed on an "as is" basis, and Subscriber's use
of the Application Software and services is at its own risk. Alliance does not
make, and hereby disclaims, all other warranties,whether express or implied.
Alliance does not warrant that the Application Software and services provided
hereunder will be uninterrupted, error-free, or completely secure.
3. Limitation of Liability; Damages. Alliance's sole liability to Subscriber for any
loss, liability or damage, including attorney's fees, for any claim arising out of or
related to this Agreement, regardless of the form of action, shall be limited to
Subscriber's actual direct out-of-pocket expenses which are reasonably incurred
by Subscriber and shall not exceed the amount of the fees paid to Alliance by
Subscriber under this Agreement for the calendar year in which such claim
accrued. In no event shall Alliance be liable to Subscriber or any third party
for lost profits, revenue, lost data, consequential, special, incidental, or
punitive damages arising out of or related to this Agreement regardless of
the basis of the claim.
VIII SUPPORT
1. Backend Integration
(a) Alliance is responsible for Alliance product(s) on the eCityGov.net site,
including the transmittal of data to and from the Subscriber in the
formats(s) identified in Appendix A, to meet the needs of Subscriber's
back-end process. Interface and data transmittal standards are subject to
approval by the Board.
(b) The Subscriber is responsible for any and all direct integration with their
own business processes and systems, including the entire cost and
overhead associated with integration of Alliance products to Subscriber-
owned systems.
(c) For the purpose of Backend Integration, the Alliance may assign, on a
temporary basis, a reasonable number of Internet Protocol Addresses ("IP
Addresses") from the address space assigned to Subscriber by the
Hosting Service. The Subscriber acknowledges that the IP Addresses are
the sole property of the Alliance and/or of its contracted Service providers,
Page 6 of 11 January 11, 2008
and are assigned for the term of this Agreement to Subscriber as part of
the Software Application Subscription(s), and are not"portable".
(d) The Alliance reserves the right to change IP Address assignments at any
time; however, the Alliance shall use all reasonable efforts to avoid any
disruption to the Subscriber resulting from such renumbering requirement.
The Alliance will give Client reasonable notice of any such renumbering.
The Subscriber agrees that it will have no right to IP Addresses upon
termination of this Agreement and that any renumbering required of the
Subscriber after termination shall be the sole responsibility of Subscriber.
2. Training. The Alliance shall provide such training and consultation to the
Subscriber regarding the use of a Software Application(s) and services as is
determined to be appropriate by the Board and/or the Application Team(s)
associated with specific Alliance Software Application(s).
IX SOFTWARE SUPPORT
1. For Application Software residing on Alliance Server(s): The Hosting Service for
each product is responsible for ensuring that the Application Software functions
correctly, and for responding to Subscribers who submit requests for Application
Software corrections in a timely manner. Application Software malfunctions that
result in a non-responsive system or incorrect results for customers will be given
high priority. Other Application Software malfunctions will be prioritized based on
resources and overall project priorities. The actual response escalation levels
are specified in Section V. 3. (c).
2, For other software residing on Subscriber Servers: The Subscriber is fully
responsible for the functioning of any software residing on Subscriber Servers,
including software designed to handle the interface between Alliance service(s)
and Software Application(s) and all software licensed directly through third
parties to the Subscriber.
3. Technical Support— Requests for technical support will be classified into three
priority levels:
• High— system is down or is returning incorrect results and customer is unable
to fulfill critical business functions such as those pertaining to core business
functions
• Urgent— serious issue significantly impacting use of system although
customer is still able to perform core business functions
• Normal—all other issues.
4. Regular Hosting Service business hours are Monday through Friday 7:00 a.m. —
5:00 p.m., excluding holidays. During regular business hours, there is a
guaranteed response time of 1 hour for High and Urgent calls. All other calls will
be responded to within 8 business hours. Off-hours support(5:00 p.m. —7:00
a.m., weekends and holidays) is offered only for network and server support.
Page 7 of 11 January 11, 2008
Only high priority calls will be responded to within 2 hours. The contact phone
number is 425.452.2886.
X BENEFITS/RELATIONSHIP
1. This Agreement is entered into for the benefit of the Parties to this Agreement
only and shal I confer no benefits, direct or implied, on any third persons. No joint
venture or partnership is formed as a result of this Agreement.
2. The Subscriber is considered a non-voting member of the Application Team(s)
supporting Alliance service(s) and Software Application(s) identified in Appendix
A: Description of Application Service(s).
3. The Subscriber is entitled to attend Board meetings, but is not a voting member
of the Board.
4. The Subscriber is entitled to use the regional portal for delivery of Software
Application(s)subscribed to and defined in Appendix A.
5. The Subscriber may participate in and receive the benefits of all Alliance
functions, projects, programs, and partnerships including but not limited to:
• Training programs
• Information sharing events
• Projects/programs with other public entities, including, but not limited to;
state, county, utility districts, libraries, and other cities
XI FEES AND PAYMENTS
1. The Subscriber shall pay a Subscription fee as set forth in Appendix B:
Subscriber Fees and Payment Terms.
XII GENERAL PROVISIONS
Liability/Hold Harmless. If a claim, demand or cause of action arises from the
negligent act or failure to act or intentional wrongful act of one of the Parties
hereto, or its officers, agents or employees, then that Party shall indemnify,
defend and save the other Party and its officers, agents and employees harmless
there from; provided, however, that such provision shall not apply to the extent
that damage or injury arises from the fault of the other Party, its officers, agents
or employees. In the case of negligence of both the Subscriber and the Alliance,
any damages allowed shall be levied in proportion to the percentage of
negligence attributable to each Party, and each Party shall have the right to seek
contribution from the other Party in proportion to the percentage of negligence
attributable to the other Party.
Z Assignment. The Subscriber shall not assign, transfer, convey or otherwise
dispose of its rights or obligations under this Agreement or permit use of
Page 8 of 11 January 11, 2008
applications and/or services by another entity or person who is not an Alliance
Principal, Subscriber, or employee, officer or agent thereof, except to the extent
as may be authorized by Alliance rules and procedures.
3. Notices. All notices, requests, demands and other communications required by
this Agreement shall be in writing and, except as expressly provided elsewhere in
this Agreement, shall be deemed to have been given at the time of delivery if
personally delivered or three business days after mailing if mailed by first class
mail, postage prepaid and addressed to the Party at its address as stated in this
Agreement or at such address as any Party may designate at any time in writing
with notice pursuant to this paragraph. At the time of execution the addresses of
the Parties are:
eCityGov Alliance City of Port Townsend
P.O. Box 90012 250 Madison St. #2R
Bellevue, WA 98009-9012 Port Townsend, WA 98368
Attn: John Backman Attn: Catherine McNabb
(425) 452-7821 360-379-5089
4. Dispute Resolution. This section governs any dispute,_or controversy between
the Parties arising out of or relating to this Agreement or its breach (the"Disputed
Matter"). It is agreed that King County shall be the venue for any arbitration. All
Disputed Matters shall be submitted to the following dispute resolution process:
(a) Internal Mediation
First the Disputed M atter shall be referred jointly to the Alliance's
Executive Director and the Subscriber's representative. If they do not
agree within ten (10) days, the Disputed M atter shall be referred jointly to
the Chair of the Executive Board and the Subscriber's chief executive or
designee. If such persons do not agree upon a decision within ten (10)
days after referral of the matter to them, or within such other period as
may be mutually agreed upon, the Parties shall proceed to the next stage
of the dispute resolution procedure.
(b) Arbitration Procedures
The Subscriber or the Alliance may, within ten (10) days following
completion of internal mediation, submit a written demand for arbitration
to the American Arbitration Association. The decision of the other Party
to invoke the arbitration process below shall constitute an election of
remedies barring the Party from further recourse to the dispute resolution
or arbitration process not invoked by it.
Page 9 of 11 January 11, 2008
Any Disputed Matter referred to arbitration shall be conducted under the
Commercial Rules of the American Arbitration Association. The arbitrator
may be selected by agreement of the Parties or through the American
Arbitration Association. Any such arbitration will be held in the Seattle
Metropolitan Area. The Parties will share the costs of the arbitration
equally, subject to final apportionment by the arbitrator. However each
Party shall bear the expenses of its own counsel, experts, witnesses and
preparation of evidence. The decision of the arbitrator shall be final and
shall not be subject to appeal by the Parties. Judgment upon any award
rendered by the arbitrator may be entered in any court of competent
jurisdiction.
(c) Performance to Continue
Pending the resolution of any Disputed Matter, both Parties shall continue
their performance under this Agreement to the extent that such
performance is feasible, including but not limited to the payment of all
sums which are due or which become due during the dispute resolution
process. Neither Party will institute any action or proceeding against the
other Party in any court concerning any Disputed M atter that is or could
be subject to resolution under this section.
5, Effective Date and Duration. This Agreement shall be effective upon execution
of both Parties, and shall continue until termination or withdrawal.
XIII TERMINATION
1, Termination by annual notice and/or default. The Subscriber may terminate
this Agreement by giving ninety (90) days written notice to Alliance in any year of
its intention to terminate effective January 1 of the following year provided notice
is given in writing and Subscriber is not in default of its obligations under this
Agreement. There will be no refunds of monies collected for the current year. If
the Subscriber is in default of a material obligation under this Agreement, and
such default remains uncorrected more than thirty (30) days after receipt of
written notice of default, the Alliance, in addition to-any other rights available to it
under law or equity, may terminate this Agreement by giving thirty (30) days
written notice to the Subscriber. The Alliance shall be deemed in default if, as a
result of the Software Application(s) or Alliance's failure to perform its obligations
hereunder, the Software Application(s) continues to exhibit defects causing
serious disruption of use and/or repeated periods of downtime, notwithstanding
the Alliance's remedial or maintenance efforts, over a continuous period of ninety
(90) days, and the Subscriber may terminate the Agreement by giving thirty (30)
days written notice to the Alliance, after which the Alliance shall reimburse the
Subscriber for a pro-rated share of the Subscription Fee.
2. Mid-year termination request by Subscriber. The Subscriber may terminate
this Agreement by giving written notice to the Alliance at any time during the
calendar year. The Alliance will terminate the Subscriber's service at the earliest
practical date in which the necessary Application reprogramming can be
completed. There will be no refunds of monies collected for the current year.
Page 10 of 11 January 11, 2008
3. Termination as a result of changes to the Application(s). In the event that
the Alliance initiates changes to the Application(s) and/or Subscription fee(s) for
which the Subscriber chooses not to continue with the Application Subscription,
the Alliance will provide a pro-rata refund of the balance of current year
Subscription fee. The refund will be calculated from the date in which the
Application changes and/or Subscription fee changes take effect.
4. Modification. This Agreement represents the entire Agreement between the
Parties. No change, termination or attempted waiver of any of the provisions of
this Agreement shall be binding on either of the Parties unless executed in
writing by authorized representatives of each of the Parties. The Agreement
shall not be modified, supplemented or otherwise affected by the course of
dealing between the Parties.
5. Severability. In the event any term or condition of this Agreement or application
thereof to any person or circumstance is held invalid, such invalidity shall not
affect other terms; conditions or applications of this Agreement which can be
given effect without the inval id term, condition or application. To this end the
terms and conditions of this Agreement are declared severable.
In witness whereof, the Parties have executed this Ag ent as of the ffe Date.
eCityGov Alliance of P rt T wens(Sig ure) ature)
David Timmons
r _ ," ;r City Manager
eCityGov Alliance City of Port Townsend
Date: Date: - CC 08
Approved as to Form (Signature): Approved as to Form (Signature):
Attorney Attorney
Date: Date:
Page 11 of 11 January 11, 2008
APPENDIX A
Description of Application Service(s)
City of Port Townsend
I PRODUCT SUBSCRIPTION(S):
1. Shared Procurement Portal
II DESCRIPTION OF PRODUCT SERVICE: SHARED PROCURMENT PORTAL
2. The Shared Procurement Portal application functionality includes, but is
not limited to:
(a) Vendor Registration
(b) Self-managed user accounts
(c) Back office support and contractor licensing updates provided by the
eCityGov Alliance
(d) Upload capability for contractor/vendor/consultant qualifications
statement(s)
(e) Ability to specify region(s) of work by county
(f) Fulfill RCW requirements for vendor registration and Small public work
(g) Email proposals & RFQ's
(h) Manage selection process
3. Purchasing Rosters
(a) Small Public Work
(b) Architectural & Engineering
(c) General Services
(d) Information Technology1
(e) Vendor
Proposed
1 _ Appendix A
4. Private purchasing manager's communications portal
(a) Project team documents and communications
(b) Secure document library
(c) Interlocal agreements, RFP's etc.
III TECHNICAL DATA SPECIFICATIONS
1. Data supplied by the Subscriber
None
2. Data interfaced from the Alliance Application to the Subscribers back-end
system
Not applicable
IV SPECIAL REQUIREMENTS AND CONDITIONS
1. Subscriber agencies are responsible for the maintenance of:
(a) The content of relating to city/agency specific information such as
contacts, address, phone numbers, email addresses and/or linked
content.
(b) Actively participating in the application business team meetings.
2. Subscriber agency staff that desire user account(s), must;
(a) Be authorized by their agency
(b) Agree to the most current version of the Alliance Technology Resource
Usage Policy
-2- Appendix A
APPENDIX B
Subscriber Fees and Payment Terms
City of Port Townsend
I ANNUAL FEE(S)
1. Shared Procurement Portal Annual Fee—annual cost of the
subscription for this service is$1,500.
2, Establishment of Fees; Each year the Board shall set Subscriber Fees
for the next calendar year, no later than September 30th. At such time the
Board may increase, decrease or leave fees unchanged depending need.
II PAYMENT TERMS
1. The invoice shall encompass Subscription fee(s) for one full calendar
year or for the applicable pro-rata Subscription fee(s).
2. Annual payment is due within 60 days of invoice.
3. The invoice for the current year will be sent upon signing of this
Agreement. Payment is due within 60 days of invoice.
4. Payments which are 60 days past due shall be considered to be in
arrears. The Alliance may elect to discontinue service to the Subscriber
until said account is paid in full. The Board, at its sole discretion, by elect
to not disconnect a Subscriber that is in arrears if suitable arrangements
have been made for future payment.
III MODIFICATION OF FEES
1. The Board may make modifications to the Application(s) based on
recommendations from the Project Team(s). Any resulting fee changes
will be either billed on a pro-rata basis and/or calculated in to the
Subscription rate in the next calendar year.
- 1 - Appendix B